Common use of Purchaser Trust Account Clause in Contracts

Purchaser Trust Account. As of September 30, 2022, the Purchaser Trust Amount is approximately $233 million (including, if applicable, an aggregate of $8,050,000 of deferred underwriting commissions and other fees being held in the Purchaser Trust Account payable to the underwriters of the IPO upon consummation of a Business Combination (the “Deferred Underwriting Commissions”)), with such funds invested in government securities or money market funds meeting certain conditions pursuant to the Purchaser Trust Agreement. The Purchaser Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Purchaser and, to the Knowledge of Purchaser, the Trustee, enforceable in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law). The Purchaser Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect. Purchaser has complied in all material respects with the terms of the Purchaser Trust Agreement and is not in breach thereof or default thereunder, and there does not exist under the Purchaser Trust Agreement any event that, with the giving of notice or the lapse of time, would constitute such a breach or default by Purchaser or, to the Knowledge of Purchaser, the Trustee. Except for the Purchaser Trust Agreement, there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Purchaser Trust Agreement in the Purchaser SEC Documents to be inaccurate or (ii) entitle any Person (other than (A) the underwriters of Purchaser’s initial public offering and (B) holders of Purchaser Common Stock who have elected to redeem their Purchaser Common Stock in accordance with Purchaser’s Organization Documents) to any portion of the proceeds in the Purchaser Trust Account. Prior to the Closing, none of the funds held in the Purchaser Trust Account may be released, except in accordance with the Purchaser Trust Agreement. There is no Action pending, or to the Knowledge of Purchaser, threatened with respect to the Purchaser Trust Account.

Purchaser Trust Account. As of September 30, 2022, the Purchaser Trust Amount is approximately $233 million (including, if applicable, an aggregate of $8,050,000 of deferred underwriting commissions and other fees being held in the Purchaser Trust Account payable to the underwriters of the IPO upon consummation of a Business Combination (the “Deferred Underwriting Commissions”))260 million, with such funds invested in government securities or money market funds meeting certain conditions pursuant to the Purchaser Trust Agreement. The Purchaser Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Purchaser and, to the Knowledge of Purchaser, the Trustee, enforceable in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law). Amounts in the Purchaser Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. The Purchaser Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect. Purchaser has complied in all material respects with the terms of the Purchaser Trust Agreement and is not in breach thereof or default thereunder, and there does not exist under the Purchaser Trust Agreement any event that, with the giving of notice or the lapse of time, would constitute such a breach or default by Purchaser or, to the Knowledge of Purchaser, the Trustee. Except for the Purchaser Trust Agreement, there There are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Purchaser Trust Agreement in the Purchaser SEC Documents to be inaccurate or (ii) except for the Purchaser Trust Agreement, entitle any Person (other than (A) the underwriters of Purchaser’s initial public offering and (B) holders of Purchaser Common Stock who have elected to redeem their Purchaser Common Stock in accordance with Purchaser’s Organization Documents) to any portion of the proceeds in the Purchaser Trust Account. Prior to the Closing, none of the funds held in the Purchaser Trust Account may be released, except in accordance with the Purchaser Trust Agreement. There is no Action pending, or to the Knowledge of Purchaser, threatened with respect to the Purchaser Trust Account.

Purchaser Trust Account. As of September 30the date of this Agreement, 2022, the Purchaser Trust Amount there is approximately at least $233 million (including, if applicable, an aggregate of $8,050,000 of deferred underwriting commissions and other fees being 29,991,000 held in the Purchaser Trust Account. Prior to the Closing, none of the funds held in the Trust Account payable to may be released except in accordance with the underwriters of Trust Agreement, Purchaser’s Organizational Documents and the IPO upon consummation of a Business Combination (Prospectus. Amounts in the “Deferred Underwriting Commissions”)), with such funds Trust Account are invested in government United States Government securities or in money market funds meeting certain conditions pursuant under Rule 2a-7 promulgated under the Investment Company Act. Purchaser has performed all obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Purchaser Trust Agreement. The Purchaser Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Purchaser and, to the Knowledge of Purchaser, the Trustee, enforceable in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Enforceability Exceptions. The Purchaser Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect. Purchaser has complied in all material respects with the terms of the Purchaser Trust Agreement and is not in breach thereof or default thereunder, and there does not exist under the Purchaser Trust Agreement any event that, with the giving of notice or the lapse of time, would constitute such a breach or default by Purchaser or, to the Knowledge of Purchaser, the Trusteeno such termination, repudiation, rescission, amendment, supplement or modification is contemplated. Except for the Purchaser Trust Agreement, there There are no separate Contracts, side letters or other arrangements or understandings, (whether written or oralunwritten, with the Trustee express or any other Person implied) that would (i) cause the description of the Purchaser Trust Agreement in the SEC Reports filed, or furnished by Purchaser SEC Documents to Parent, to be inaccurate or (ii) that would entitle any Person (other than (A) the underwriters of Purchaser’s initial public offering and (B) holders of Purchaser Class A Common Stock who shall have elected to redeem their shares of Purchaser Class A Common Stock in accordance with pursuant to the Purchaser’s Organization Documents) Organizational Documents to any portion of the proceeds in the Purchaser Trust Account. Prior Account prior to the Closing, none closing of the funds held in the Purchaser Trust Account may be released, except in accordance with the Purchaser Trust Agreementa Business Combination. There is are no Action pending, or to the Knowledge of Purchaser, threatened Actions pending with respect to the Purchaser Trust Account. Purchaser has not released any money from the Trust Account other than as permitted by the Trust Agreement. Following the Closing, no stockholder of Purchaser is or shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to redeem its Purchaser Class A Common Stock pursuant to the Redemption.

Purchaser Trust Account. As of September 30the date of this Agreement, 2022, Purchaser has no less than $117,782,000 in the trust account established by Purchaser Trust Amount is approximately $233 million for the benefit of its public shareholders (including, if applicable, an aggregate of approximately $8,050,000 4,025,000 of deferred underwriting discounts and commissions and other fees being held in the Purchaser Trust Account). The monies of such Trust Account payable to the underwriters of the IPO upon consummation of a Business Combination (the “Deferred Underwriting Commissions”)), with such funds are invested in government United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Purchaser Investment Management Trust Agreement, dated as of December 8, 2021, between Purchaser and the Trustee (the “Trust Agreement”). The Purchaser Trust Agreement has not been amended or modified and is valid and in full force and effect and is a legal, valid and binding obligation of Purchaser and, to the Knowledge of Purchaser, the Trustee, enforceable in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law). The Purchaser Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect. Purchaser has complied in all material respects with the terms of the Purchaser Trust Agreement and is not in breach thereof or default thereunder, thereunder and there does not exist under the Purchaser Trust Agreement any event thatwhich, with the giving of notice or the lapse of time, would constitute such a breach or default by Purchaser or, to or the Knowledge Trustee of Purchaser, the Trustee. Except for the Purchaser Trust Agreement, there . There are no Contractsseparate contracts, arrangements agreements, side letters or understandings, other agreements or understandings (whether written or oralunwritten, with the Trustee express or any other Person that would implied): (i) between Purchaser and the Trustee that would cause the description of the Purchaser Trust Agreement in the Purchaser SEC Documents Reports to be inaccurate in any material respect; or (ii) that would entitle any Person person (other than (A) the underwriters of Purchaser’s initial public offering and (B) holders shareholders of Purchaser Common Stock who shall have elected to redeem their Purchaser Common Stock in accordance with Purchaser’s Organization Class A Ordinary Shares pursuant to the Purchaser Organizational Documents) to any portion of the proceeds in the Purchaser Trust Account. Prior to the Closing, none of the funds held in the Purchaser Trust Account may be released, except released except: (A) to pay income and franchise Taxes from any interest income earned in the Trust Account; and (B) upon the exercise of Redemption rights in accordance with the provisions of the Purchaser Trust AgreementOrganizational Documents. There is are no Action pendingActions pending or, or to the Knowledge knowledge of Purchaser, threatened in writing with respect to the Purchaser Trust Account. Upon consummation of the Mergers and notice thereof to the Trustee pursuant to the Trust Agreement, Purchaser shall cause the Trustee to, and the Trustee shall thereupon be obligated to, release to Purchaser as promptly as practicable, the Trust Funds in accordance with the Trust Agreement at which point the Trust Account shall terminate; provided, however, that the liabilities and obligations of Purchaser due and owing or incurred at or prior to the Effective Time shall be paid as and when due, including all amounts payable (i) to shareholders of Purchaser who shall have exercised their Redemption rights, (ii) with respect to filings, applications and/or other actions taken pursuant to this Agreement required under Law, (iii) to the Trustee for fees and costs incurred in accordance with the Trust Agreement, and (iv) to third parties (e.g., professionals, printers, etc.) who have rendered services to Purchaser.

Purchaser Trust Account. As of September 30the date of this Agreement, 2022, the Purchaser Trust Amount is has approximately $233 million (including, if applicable, an aggregate of $8,050,000 of deferred underwriting commissions and other fees being held 86,259,394.91 in the account established by Purchaser Trust Account payable to for the underwriters benefit of the IPO upon consummation of a Business Combination its shareholders at Citibank, N.A. (the “Deferred Underwriting CommissionsPurchaser Trust Account”)), with such funds monies being invested in U.S. “government securities securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, having a maturity of 185 days or less, or in money market funds meeting certain the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, and held in trust pursuant to that certain Investment Management Trust Agreement, dated as of November 22, 2021, between Purchaser and American Stock Transfer & Trust Company, LLC, as trustee (the “Purchaser Trust Agreement”). The Purchaser Trust Agreement is valid and in full force and effect and is a legal, valid and binding obligation of Purchaser and, to the Knowledge of Purchaser, the Trustee, enforceable in accordance with its terms, terms (subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar laws relating to or affecting creditors’ rights generally Bankruptcy and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law). The Purchaser Trust Agreement Equity Exception) and has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect. Purchaser has complied in all material respects with the terms of the Purchaser Trust Agreement and is not in breach thereof or default thereunder, and there does not exist under the Purchaser Trust Agreement any event that, with the giving of notice or the lapse of time, would constitute such a breach or default by Purchaser or, to the Knowledge of Purchaser, the Trustee. Except for the Purchaser Trust Agreement, there There are no separate Contracts, side letters or other arrangements or understandings, understandings (whether written or oralunwritten, with the Trustee express or any other Person implied) that would (i) cause the description of the Purchaser Trust Agreement in the Purchaser SEC Documents Reports to be inaccurate or (ii) that would entitle any Person (other than (A) the underwriters of Purchaser’s initial public offering and (B) holders of any Purchaser Common Stock Shareholder who have elected to redeem their Purchaser Common Stock in accordance with Purchaser’s Organization Documentsis a Redeeming Shareholder) to any portion of the proceeds in the Purchaser Trust Account. Prior to the Closing, none of the funds held in the Purchaser Trust Account may be released, except in accordance released other than to pay Taxes and payments with respect to the redemption of any Purchaser Trust AgreementShares required by the Redemption Offer. There is are no Action Proceedings pending, or to the Knowledge of Purchaser, threatened in writing with respect to the Purchaser Trust Account. Purchaser has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Purchaser Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. There are no separate contracts, agreements, side letters or other understandings (whether written or unwritten, express or implied) between the Purchaser and the Trustee that would cause the description of the Trust Agreement in the Purchaser Reports to be inaccurate in any material respect. Prior to the Closing, none of the funds held in the Trust Account may be released or invested except in accordance with the Trust Agreement and the Purchaser Organizational Documents. As of the Effective Time, the obligations of Purchaser to dissolve or liquidate pursuant to Purchaser’s Organizational Documents shall terminate, and as of the Effective Time, Purchaser shall have no obligation whatsoever pursuant to Purchaser’s Organizational Documents to dissolve and liquidate the assets of Purchaser by reason of the consummation of the transactions contemplated hereby. To the Knowledge of Purchaser, as of the date hereof, following the Effective Time, no Purchaser Shareholder shall be entitled to receive any amount from the Purchaser Trust Account, except to the extent such Purchaser Shareholder validly elects to redeem their Purchaser Shares in connection with the Redemption Offer. As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its obligations hereunder, Purchaser does not have any reason to believe that any of the conditions to the use of funds in the Purchaser Trust Account will not be satisfied or funds available in the Purchaser Trust Account will not be available to Purchaser on the Closing Date.

Purchaser Trust Account. As of September 30the date of this Agreement, 2022, the Purchaser Trust Amount there is approximately at least $233 million (including, if applicable, an aggregate of $8,050,000 of deferred underwriting commissions and other fees being 21,251,115 held in the Purchaser Trust Account. Prior to the Closing, none of the funds held in the Trust Account payable to may be released except in accordance with the underwriters of Trust Agreement, Purchaser’s Organizational Documents and the IPO upon consummation of a Business Combination (Prospectus. Amounts in the “Deferred Underwriting Commissions”)), with such funds Trust Account are invested in government United States Government securities or in money market funds meeting certain conditions pursuant under Rule 2a-7 promulgated under the Investment Company Act. Purchaser has performed all obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Purchaser Trust Agreement. The Purchaser Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Purchaser and, to the Knowledge of Purchaser, the Trustee, enforceable in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Enforceability Exceptions. The Purchaser Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect. Purchaser has complied in all material respects with the terms of the Purchaser Trust Agreement and is not in breach thereof or default thereunder, and there does not exist under the Purchaser Trust Agreement any event that, with the giving of notice or the lapse of time, would constitute such a breach or default by Purchaser or, to the Knowledge of Purchaser, the Trusteeno such termination, repudiation, rescission, amendment, supplement or modification is contemplated. Except for the Purchaser Trust Agreement, there There are no separate Contracts, side letters or other arrangements or understandings, (whether written or oralunwritten, with the Trustee express or any other Person implied) that would (i) cause the description of the Purchaser Trust Agreement in the SEC Reports filed, or furnished by Purchaser SEC Documents to the Company, to be inaccurate or (ii) that would entitle any Person (other than (A) the underwriters of Purchaser’s initial public offering and (B) holders of Purchaser Common Stock Class A Ordinary Shares who shall have elected to redeem their shares of Purchaser Common Stock in accordance with Class A Ordinary Shares pursuant to the Purchaser’s Organization DocumentsOrganizational Documents and the underwriters in Purchaser’s IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Purchaser Trust Account. Prior Account prior to the Closing, none closing of the funds held in the Purchaser Trust Account may be released, except in accordance with the Purchaser Trust Agreementa Business Combination. There is are no Action pending, or to the Knowledge of Purchaser, threatened Actions pending with respect to the Purchaser Trust Account. Purchaser has not released any money from the Trust Account other than as permitted by the Trust Agreement. Following the Closing, no shareholder of Purchaser is or shall be entitled to receive any amount from the Trust Account except to the extent such shareholder shall have elected to redeem its Purchaser Class A Ordinary Shares pursuant to the Redemption.