Common use of Parent Trust Account Clause in Contracts

Parent Trust Account. Each Stockholder agrees that it has read a copy of Parent’s prospectus dated March 15, 2006 and filed with the Securities and Exchange Commission (the “Prospectus”). Each Stockholder understands that Parent is a blank check company formed for the purpose of consummating a “business combination” (as described in the Prospectus), must complete such business combination within 18 months (or 24 months if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months) from the date of the consummation of the offering described in the Prospectus, has established a trust account at Xxxxxx Brothers, maintained by Continental Stock Transfer & Trust Company acting as trustee, initially in an amount of $164,308,004 after the exercise of the underwriters’ over-allotment option for the benefit of its public stockholders (the “Trust Account”), and does not have access to the funds in such Trust Account except under the circumstances set forth in the Prospectus. Each Stockholder, on its behalf and on behalf of its affiliates that it has the power to bind (such Stockholder and its affiliates that such Stockholder has the power to bind being referred to as the “Stockholder Claimants”): (a) agrees that neither it nor any of its Stockholder Claimants has any right, title, interest or claim of any kind in or to (i) any assets in the Trust Account, (ii) any assets of Parent to the extent such right, title, interest or claim would impair the amounts in the Trust Account or (iii) any assets distributed from the Trust Account to the public stockholders (each such right, title, interest or claim a “Claim”); (b) unless and until Parent completes the Merger or another Business Combination (as defined in Parent’s certificate of incorporation as of the date of this Agreement), hereby waives any Claim that it or any of its Stockholder Claimants may have in the future as a result of, or arising out of, the Merger Agreement or the Ancillary Agreements; and (c) agrees that neither it nor any of its Stockholder Claimants will seek recourse against the Trust Account or the public stockholders of Parent (in their capacity as stockholders of Parent or as recipients of liquidating distributions from Parent) for any reason whatsoever. Further, each Stockholder acknowledges that such Stockholder has read Section 1542 of the Civil Code of the State of California, which states in full: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Each Stockholder hereby waives any right that it or any of its Stockholder Claimants have or may have under Section 1542 (or any similar provision of the laws of any other jurisdiction) to the full extent that such Stockholder may lawfully waive such rights pertaining to this waiver of Claims and generally affirms that such Stockholder is releasing, on behalf of itself and its Stockholder Claimants, all known and unknown Claims. Without limiting the foregoing, each Stockholder hereby acknowledges and agrees that the Trust Account is not a party to the Merger Agreement and shall have no liability pursuant hereto. Notwithstanding the forgoing, no provision contained herein shall limit the right of a Stockholder or its Stockholder Claimants to make a claim against such monies to the extent such monies are released from the Trust Account to Parent upon the consummation of the Merger.

Parent Trust Account. Each Stockholder agrees that it Notwithstanding anything to the contrary herein, the Company has read a copy of Parent’s prospectus dated March 15, 2006 and filed with the Securities and Exchange Commission (the “Prospectus”). Each Stockholder The Company understands that Parent is a blank check company formed for the purpose of consummating a “business combination” (as described in the Prospectus), must complete such business combination within 18 months (or 24 months if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months) from (the date of the consummation of the offering described in the Prospectus“Transaction Deadline Date”), has established a trust account at Xxxxxx Brothers, maintained by Continental Stock Transfer & Trust Company acting as trustee, initially in an amount of $164,308,004 after the exercise of the underwriters’ over-allotment option for the benefit of its public stockholders (the “Trust Account”), and does not have access to the funds in such Trust Account except under the circumstances set forth in the Prospectus. Each Stockholder, on its behalf and on On behalf of its itself and each other Acquired Company, Acquired Company Affiliate and Company Indemnitee (and affiliates that it has the power to bind thereof) (such Stockholder and its affiliates that such Stockholder has the power to bind being referred to as collectively, the “Stockholder Company Claimants”): ), the Company: (a) agrees that neither it nor any of its Stockholder Claimants Company Claimant has any right, title, interest or claim of any kind in or to (i) any assets in the Trust Account, (ii) any assets of Parent to the extent such right, title, interest or claim would impair the amounts in the Trust Account or (iii) any assets distributed from the Trust Account to the public stockholders (each such right, title, interest or claim a “Claim”); (b) unless and until Parent completes the Merger or another Business Combination (as defined in Parent’s certificate of incorporation as of the date of this Agreement), hereby waives any Claim that it or any of its Stockholder Claimants Company Claimant may have in the future as a result of, or arising out of, the Merger this Agreement or the Ancillary Agreements; and (c) agrees that neither it nor any of its Stockholder Claimants other Company Claimant will seek recourse against the Trust Account or the public stockholders of Parent (in their capacity as stockholders of Parent or as recipients of liquidating distributions from Parent) for any reason whatsoever. Further, each Stockholder the Company acknowledges that such Stockholder it has read Section 1542 of the Civil Code of the State of California, which states in full: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Each Stockholder The Company, on behalf of itself and the Company Claimants, hereby waives any right that it the Company or any of its Stockholder the Company Claimants have or may have under Section 1542 (or any similar provision of the laws of any other jurisdiction) to the full extent that such Stockholder the Company may lawfully waive such rights pertaining to this waiver of Claims and generally affirms that such Stockholder Company is releasing, on behalf of itself and its Stockholder the Company Claimants, all known and unknown Claims. Without limiting the foregoing, each Stockholder the Company hereby acknowledges and agrees that the Trust Account is not a party to the Merger this Agreement and shall have no liability pursuant hereto. Notwithstanding the forgoing, no provision contained herein shall limit the Company or the Company Indemnitees’ right of a Stockholder or its Stockholder Claimants to make a claim against such monies to the extent such monies are released from the Trust Account to Parent upon the consummation of the Merger.