Common use of Termination Letter Clause in Contracts

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INC. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:

Appears in 5 contracts

Samples: Investment Management Trust Agreement (China Resources Development Inc.), Investment Management Trust Agreement (China Resources Development Inc.), Investment Management Trust Agreement (China Resources Development Inc.)

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Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) been unable to consummate effect a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”)with a Target Company within the time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s prospectus relating to its IPO. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the above-referenced account Trust Checking Account at XX Xxxxxx Chase Xxxxx Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer await distribution to the account or accounts that the shareholders. The Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of selected ____________ 20 _______, which verifies _ as the vote record date for the purpose of determining the shareholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Company’s stockholders in connection with the Business Combination if a vote is held and 's shareholders (b) written instructions other than with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, initial shares) in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Amended and distributed after the Consummation Date to Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INC. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between China Resources Development Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2011 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] CHINA REOURCES DEVELOPMENT INC. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between China Resources Development Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2011 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, CHINA REOURCES DEVELOPMENT INC. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(c) of the Investment Management Trust Agreement between China Resources Development Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2011 (“Trust Agreement”), pursuant to the instructions attached hereto as Schedule A, you are instructed to distribute funds held in the Trust Account to those parties listed on Schedule A, in consideration of the Company’s purchases of Ordinary Shares at a price of $___ per Ordinary Share, including commissions (the “Purchase Price”). The Purchase Price is equal to or below the Maximum Price (as defined in the Trust Agreement). Additionally, the Ordinary Shares, together with any Ordinary previously purchased by the Company pursuant to paragraph 2(c) of the Trust Agreement, do not exceed the Maximum Amount (as defined in the Trust Agreement). Very truly yours, CHINA REOURCES DEVELOPMENT INC. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC

Appears in 4 contracts

Samples: Investment Management Trust Agreement (China Resources Development Inc.), Investment Management Trust Agreement (China Resources Development Inc.), Investment Management Trust Agreement (China Resources Development Inc.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Chardan NexTech Acquisition 2 Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________[●], 2011 2021 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ [●] (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ [●] and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank [•] to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at Mxxxxx Sxxxxxx awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________[●], which verifies the vote of the Company’s stockholders shareholders in connection with the Business Combination if a vote is held and (b) joint written instructions from the Company and Chardan Capital Markets LLC with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's ’s letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INCCHARDAN NEXTECH ACQUISITION 2 CORP. By: Xxxxx XxxJxxxx Xxxxxxxx, Chairman of the Board By: Xxxxxxx Xx, Chief Executive Officer and Secretary cc: Lazard Chardan Capital Markets Markets, LLC EXHIBIT B [Letterhead of Company] [Insert dateDate ●] Continental Stock Transfer & Trust Company 00 Xxxxxxx 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx X.X. 00000 Attn:: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx

Appears in 3 contracts

Samples: Investment Management Trust Agreement (Chardan NexTech Acquisition 2 Corp.), Investment Management Trust Agreement (Chardan NexTech Acquisition 2 Corp.), Investment Management Trust Agreement (Chardan NexTech Acquisition 2 Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between New Asia Partners China Resources Development Inc. I Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ____________, 2011 2008 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate commence liquidation of the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (“Counsel’s Letter”) (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account other than the Deferred Discount (“Instruction Letter”)) and (iii) Ladenburg and Xxxxxx Xxxxxx shall deliver to you written instructions for delivery of the Deferred Discount. You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Counsel’s Letter and the Instruction Letter, (a) to Ladenburg and Xxxxxx Xxxxxx in an amount equal to the Deferred Discount as so directed by them, and (b) the remainder in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminatedterminated and the Trust Account closed. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon the Trustee’s receipt by the Trustee of a written instructions request from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the original Consummation Date as set forth in the notice. Very truly yours, NEW ASIA PARTNERS CHINA REOURCES DEVELOPMENT INC. I CORPORATION By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnTitle:

Appears in 3 contracts

Samples: Investment Management Trust Agreement (New Asia Partners China I Corp), Investment Management Trust Agreement (New Asia Partners China I Corp), Investment Management Trust Agreement (New Asia Partners China I Corp)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Boulevard Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[ ], 2011 2014 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into the above-referenced trust checking account at XX Xxxxxx Chase Bank Bank, N.A. to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at XX Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination stockholders, if a vote is held and (b) joint written instructions instruction signed by the Company and Citigroup Global Markets Inc. with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticenotice as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Boulevard Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Citigroup Global Markets LLC Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx X. Xxxxxx or Xxxxx Di Paolo

Appears in 3 contracts

Samples: Investment Management Trust Agreement (Boulevard Acquisition Corp.), Investment Management Trust Agreement (Boulevard Acquisition Corp.), Investment Management Trust Agreement (Boulevard Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. North Asia Investment Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 2008 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) been unable to consummate effect a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”)with a Target Company within the time frame specified in the Company’s Memorandum and Articles of Association, as described in the Company’s prospectus relating to its IPO. In accordance with the terms of the Trust Agreement, we hereby authorize you you, to liquidate commence liquidation of the Trust Account investments on __________ and as promptly as practicable to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, shareholders of record on the Consummation Date, Last Date (as defined in the Trust Agreement). You will notify the Company in writing as to when all of the funds held in the Trust Account will be immediately available for immediate transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction LetterTransfer Date). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, ) in accordance with the terms of the Instruction LetterTrust Agreement and the Memorandum and Articles of Association of the Company. In You shall commence distribution of such funds in accordance with the event that certain deposits held in terms of the Trust Account may not be liquidated by Agreement and the Consummation Date without penalty, you will notify Memorandum and Articles of Association of the Company and you shall oversee the distribution of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Companyfunds. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INC. NORTH ASIA INVESTMENT CORPORATION By: Xxxxx XxxXxxxxxxx Xxxxxxxx, Chairman of the Board By: Xxxxxxx XxXxxx Xxx, Secretary cc: Lazard Capital Citigroup Global Markets LLC Inc. EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between North Asia Investment Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of , 2008 (“Trust Agreement”), this is to advise you that the Company hereby requests that you deliver to the Company $ of the income earned on the Property as of the date hereof. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, NORTH ASIA INVESTMENT CORPORATION By: Xxxxxxxx Xxxxxxxx, Chairman of the Board By: Xxxx Xxx, Secretary cc: Citigroup Global Markets Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between North Asia Investment Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of , 2008 (“Trust Agreement”), this is to advise you that the Company hereby requests that you deliver to the Company $ of the income earned on the Property as of the date hereof, which does not exceed, in the aggregate with all such prior disbursements pursuant to paragraph 2(b), if any, the maximum amount set forth in paragraph 2(b). The Company needs such funds to cover its expenses relating to administrative expenses, investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, NORTH ASIA INVESTMENT CORPORATION By: Xxxxxxxx Xxxxxxxx, Chairman of the Board By: Xxxx Xxx, Secretary cc: Citigroup Global Markets Inc. EXHIBIT E AUTHORIZED INDIVIDUAL(S) FOR TELEPHONE CALL BACK AUTHORIZED TELEPHONE NUMBER(S) Company: North Asia Investment Corporation Jongro Tower 18F 6 Jongro 2-ga, Jongro-gu Seoul, Korea Attn: Xxxxxx Xxxx-Xxx Xxxx (000) 0000-0000 Trustee: Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx (000) 000-0000

Appears in 3 contracts

Samples: Investment Management Trust Agreement (North Asia Investment CORP), Investment Management Trust Agreement (North Asia Investment CORP), Investment Management Trust Agreement (North Asia Investment CORP)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. LF Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2011 2018 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into the above-referenced trust checking account at XX J.X. Xxxxxx Chase Bank Cxxxx Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at J.X. Xxxxxx Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination stockholders, if a vote is held and (b) joint written instructions signed by the Company, B.Xxxxx FBR, Inc. and Rxxxxxx Jxxxx & Associates, Inc. with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticesuch written instruction as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. LF Capital Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnTitle:

Appears in 3 contracts

Samples: Investment Management Trust Agreement (LF Capital Acquisition Corp.), Investment Management Trust Agreement (LF Capital Acquisition Corp.), Investment Management Trust Agreement (LF Capital Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. VantagePoint Acquisition Company (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[●], 2011 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement (the “Business Agreement”) with __________________ [●] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate commence liquidation of the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date Date: (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you [(a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders shareholders in connection with the Business Combination if a vote is held and (b) b)]1 joint written instructions from the Company and EarlyBirdCapital, Inc., the underwriter of the Company’s initial public offering, with respect to the transfer of the funds held in the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter written notice from counsel and the Instruction Letter, Letter in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same same, and the Company and the Underwriter shall jointly direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the CompanyCompany or be distributed immediately and the penalty incurred. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminatedterminated and the Trust Account closed. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then then, upon the Trustee’s receipt by the Trustee of written instructions instruction from the Company, the funds held in the Trust Account shall be reinvested as soon as reasonably practical as provided in the Trust Agreement on the Agreement, but in no event later than __ business day immediately days following the Consummation Date as set forth in the notice. 1 Include only if there is a shareholder vote. Very truly yours, CHINA REOURCES DEVELOPMENT INC. VANTAGEPOINT ACQUISITION COMPANY By: Xxxxx Xxx, Chairman of the Board Name: Title: Affirmed: By: Xxxxxxx Xx, Secretary Name: Title: cc: Lazard Capital Markets LLC EXHIBIT EarlyBirdCapital, Inc. Exhibit B [Letterhead of CompanyLETTERHEAD OF COMPANY] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:[Trustee] [Address]

Appears in 3 contracts

Samples: Investment Management Trust Agreement (China VantagePoint Acquisition Co), Investment Management Trust Agreement (China VantagePoint Acquisition Co), Investment Management Trust Agreement (China VantagePoint Acquisition Co)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. First Class Navigation Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 2008 (“Trust Agreement”), this is to advise you that the board of directors of the Company has entered into an agreement voted to dissolve the Company and liquidate the Trust Account (“Business as defined in the Trust Agreement”) with __________________ (“Target Business”) to consummate ). Attached hereto is a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance copy of the actual date resolutions of the consummation Company’s board of directors passed by unanimous written consent, certified by the Secretary of the Business Combination (“Consummation Date”)Company as true and correct and in full force and effect, in relation thereto. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate commence liquidation of the Trust Account investments on __________ Account. You will notify the Company, Xxxxxxx Xxxx & Co., LLC and Ladenburg Xxxxxxxx & Co. Inc in writing as to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, when all of the funds held in the Trust Account will be immediately available for immediate transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction LetterTransfer Date”). You are hereby directed and authorized to transfer the Thereafter, you shall commence distribution of such funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same Agreement and the Company shall direct you as Company’s Amended and Restated Articles of Incorporation, a copy of which is appended to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Companythis letter. Upon the distribution payment of all the funds in the Trust Account pursuant to the terms hereofAccount, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof terminated and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticeclosed. Very truly yours, CHINA REOURCES DEVELOPMENT INC. FIRST CLASS NAVIGATION CORPORATION By: Xxxxx XxxXxxxxxxxx X. Xxxxxxxxx, Chief Executive Officer By: Xxxxxxxxxx Xxxxxxx-Kalenteris, Chief Financial Officer EXHIBIT C AUTHORIZED INDIVIDUAL(S) FOR TELEPHONE CALL BACK AUTHORIZED TELEPHONE NUMBER(S) Company: First Class Navigation Corporation c/o First Class Management S.A. 00 Xxxxxxxx Xxxxxxxxxxx Xxxxxx, 000 00 Xxxxxxxx Xxxxxx, Xxxxxx Attn: Xxxxxxxxx X. Xxxxxxxxx, Chairman of the Board Byand Chief Executive Officer Trustee: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:

Appears in 3 contracts

Samples: Investment Management Trust Agreement (First Class Navigation CORP), Investment Management Trust Agreement (First Class Navigation CORP), Investment Management Trust Agreement (First Class Navigation CORP)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Pacific Monument Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________ __, 2011 2012 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) been unable to consummate effect a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”)with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the above-referenced account Trust Checking Account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of _______________ to await distribution to the stockholders. The Company has selected ____, which verifies ________ 20 __ as the vote record date for the purpose of determining the stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Company’s 's stockholders in connection with the Business Combination if a vote is held and (b) written instructions other than with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, initial shares) in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Amended and distributed after the Consummation Date to Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INC. PACIFIC MONUMENT ACQUISITION CORPORATION By: Xxxxx XxxJxxxxxxx X. Xxxxxxxx, Chairman of the Board Chief Executive Officer By: Xxxxxxx XxDxxxxxx X. Xxxxx, Secretary cc: Lazard Capital Markets Mxxxxx Xxxxxx TriArtisan LLC EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Sxxxxx Xxxxxx and Fxxxx XxXxxxx Re: Trust Account No. __________ Gentlemen: Pursuant to Section 2(a) of the Investment Management Trust Agreement between Pacific Monument Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________ __, 2012 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, PACIFIC MONUMENT ACQUISITION CORPORATION By: Jxxxxxxx X. Xxxxxxxx, Chief Executive Officer By: Dxxxxxx X. Xxxxx, Secretary cc: Mxxxxx Xxxxxx TriArtisan LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Sxxxxx Xxxxxx and Fxxxx XxXxxxx Re: Trust Account No. ___________ Gentlemen: Pursuant to Section 2(b) of the Investment Management Trust Agreement between Pacific Monument Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________ __, 2012 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, PACIFIC MONUMENT ACQUISITION CORPORATION By: Jxxxxxxx X. Xxxxxxxx, Chief Executive Officer By: Dxxxxxx X. Xxxxx, Secretary cc: Mxxxxx Xxxxxx TriArtisan LLC EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Sxxxxx Xxxxxx and Fxxxx XxXxxxx Re: Trust Account No. __________ Gentlemen: Pursuant to Section 2(c) of the Investment Management Trust Agreement between Pacific Monument Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________ __, 2012 (“Trust Agreement”), pursuant to the instructions attached hereto as Schedule A, you are instructed to distribute funds held in the Trust Account to those parties listed on Schedule A, in consideration of the Company’s purchases of shares of Common Stock at a price of $___ per share, including commissions (the “Purchase Price”). The Purchase Price is equal to or below the Maximum Price (as defined in the Trust Agreement). The shares of Common Stock, together with any shares previously purchased by the Company pursuant to paragraph 2(c) of the Trust Agreement, do not exceed the Maximum Amount (as defined in the Trust Agreement). Very truly yours, PACIFIC MONUMENT ACQUISITION CORPORATION By: Jxxxxxxx X. Xxxxxxxx, Chief Executive Officer By:

Appears in 3 contracts

Samples: Investment Management Trust Agreement (Pacific Monument Acquisition Corp), Investment Management Trust Agreement (Pacific Monument Acquisition Corp), Investment Management Trust Agreement (Pacific Monument Acquisition Corp)

Termination Letter. Gentlemen: Pursuant to paragraph 1(iSection (i) of the Investment Management Trust Agreement between China Resources Development Inc. Pacific Monument Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________ __, 2011 2012 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank _________________ to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado Statute have been met and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) joint written instructions from it and MJTA with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INC. PACIFIC MONUMENT ACQUISITION CORPORATION By: Xxxxx XxxJxxxxxxx X. Xxxxxxxx, Chairman of the Board Chief Executive Officer By: Xxxxxxx XxDxxxxxx X. Xxxxx, Secretary cc: Lazard Capital Markets Mxxxxx Xxxxxx TriArtisan LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Sxxxxx Xxxxxx and Fxxxx XxXxxxx

Appears in 3 contracts

Samples: Investment Management Trust Agreement (Pacific Monument Acquisition Corp), Investment Management Trust Agreement (Pacific Monument Acquisition Corp), Investment Management Trust Agreement (Pacific Monument Acquisition Corp)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. CF Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2011 _ (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) been unable to consummate effect a business combination with a Target Business (the “Business Combination”) on or about [insert date]within the time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s Prospectus relating to the Offering. The Company Capitalized terms used but not defined herein shall notify you at least 48 hours have the meanings set forth in advance of the actual date of the consummation of the Business Combination (“Consummation Date”)Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held the assets in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies 20___ and to transfer the vote total proceeds into the trust checking account in the United States at JX Xxxxxx Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected __________ as the record date for the purpose of determining the Public Shareholders entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, Public Shareholders in accordance with the terms of the Instruction Letter. In Trust Agreement and the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company Amended and Restated Memorandum and Articles of Association of the same Company. It is acknowledged and agreed that the Company shall direct you as to whether such aforementioned trust checking account is a non-interest bearing account and that while the funds should remain are on deposit in the Trust Account and distributed after the Consummation Date to the Companysaid trust checking account awaiting distribution, no interest will be earned. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In , except to the event that the Business Combination is not consummated on the Consummation Date described extent otherwise provided in the notice thereof and we have not notified you on or before the original Consummation Date Section 1(j) of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticeAgreement. Very truly yours, CHINA REOURCES DEVELOPMENT INC. CF Corporation By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnTitle:

Appears in 3 contracts

Samples: Investment Management Trust Agreement (CF Corp), Investment Management Trust Agreement (CF Corp), Investment Management Trust Agreement (CF Corp)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Gores Holdings III, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[·], 2011 2018 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into the above-referenced trust checking account at XX Xxxxxx Chase Bank Xxxxx Bank, N.A. to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at XX Xxxxxx Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination stockholders, if a vote is held and (b) joint written instructions instruction signed by the Company and Deutsche Bank Securities Inc. with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticenotice as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Gores Holdings III, Inc. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC Deutsche Bank Securities Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx X. Xxxxxx or Xxxxxxx Xxxxxx

Appears in 3 contracts

Samples: Investment Management Trust Agreement (Gores Holdings III, Inc.), Investment Management Trust Agreement (Gores Holdings III, Inc.), Investment Management Trust Agreement (Gores Holdings III, Inc.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. North Asia Investment Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 2008 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate commence liquidation of the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated (“Counsel’s Letter”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders shareholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Counsel’s Letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminatedterminated and the Trust Account closed. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INC. NORTH ASIA INVESTMENT CORPORATION By: Xxxxx XxxXxxxxxxx Xxxxxxxx, Chairman of the Board By: Xxxxxxx XxXxxx Xxx, Secretary cc: Lazard Capital Citigroup Global Markets LLC Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx Xxxxxx

Appears in 3 contracts

Samples: Investment Management Trust Agreement (North Asia Investment CORP), Investment Management Trust Agreement (North Asia Investment CORP), Investment Management Trust Agreement (North Asia Investment CORP)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Global Alternative Asset Management, Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 2008 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate commence liquidation of the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated (“Counsel’s Letter”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer trans-fer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counselCounsel's letter Letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminatedterminated and the Trust Account closed. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT GLOBAL ALTERNATIVE ASSET MANAGEMNET, INC. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Global Alternative Asset Management, Inc.), Investment Management Trust Agreement (Global Alternative Asset Management, Inc.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Atlantic Alliance Partnership Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2011 2015 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into the above-referenced trust checking account at XX Xxxxxx Chase Bank Bank, N.A. to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company and Citigroup Global Markets, Inc. (“Citi”) shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at XX Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company and Citi (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination shareholders, if a vote is held and (b) joint written instructions instruction signed by the Company and Citi with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account directly to the account or accounts specified by Citi therein (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company; provided, that the full amount of the Deferred Discount shall be transferred on the Consummation Date as set forth above. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticenotice as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Atlantic Alliance Partnership Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Citigroup Global Markets LLC Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx X. Xxxxxx or Xxxxx Di Paolo

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Atlantic Alliance Partnership Corp.), Investment Management Trust Agreement (Atlantic Alliance Partnership Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. DiamondPeak Holdings Corp. (the “Company”) and Continental American Stock Transfer & Trust Company Company, LLC (the “Trustee”), dated as of _________, 2011 2019 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [insert name] (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (or such shorter time period as you may agree) (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into a segregated account held by you on behalf of the above-referenced account at XX Xxxxxx Chase Bank Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at Deutsche Bank Trust Company Americas, an affiliate of Deutsche Bank Securities Inc., awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination stockholders, if a vote is held and (b) a written instructions instruction signed by the Company with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticesuch written instruction as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. DiamondPeak Holdings Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC Deutsche Bank Securities Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental American Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx XxxxCompany, Xxx Xxxx LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attn:: AST Shareholder Services

Appears in 2 contracts

Samples: Investment Management Trust Agreement (DiamondPeak Holdings Corp.), Investment Management Trust Agreement (DiamondPeak Holdings Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. DFB Healthcare Acquisitions Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2011 2018 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into a segregated account held by you on behalf of the above-referenced account at XX Xxxxxx Chase Bank Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at JPMorgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination stockholders, if a vote is held and (b) a written instructions instruction signed by the Company with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticesuch written instruction as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. DFB Healthcare Acquisitions Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC Xxxxxxx, Xxxxx & Co. Deutsche Bank Securities Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxx Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: [ ]

Appears in 2 contracts

Samples: Investment Management Trust Agreement (DFB Healthcare Acquisitions Corp.), Investment Management Trust Agreement (DFB Healthcare Acquisitions Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Aldabra 2 Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 2007 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate commence liquidation of the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated (“Counsel’s Letter”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Counsel’s Letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminatedterminated and the Trust Account closed. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the original Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INCALDABRA 2 ACQUISITION CORP. By: Xxxxx XxxNxxxxx Xxxxxx, Chairman of the Board By: Xxxxxxx XxJxxxx Xxxxx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Sxxxxx Xxxxxx

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Aldabra 2 Acquisition Corp.), Investment Management Trust Agreement (Aldabra 2 Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. I-AM Capital Acquisition Company (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2011 2017 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into a segregated account held by you on behalf of the above-referenced account at XX Xxxxxx Chase Bank Beneficiaries to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust segregated account held by you on behalf of the Beneficiaries awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] certificate of __________________the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination stockholders, if a vote is held and (b) joint written instructions instruction signed by the Company and Maxim Group LLC with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to Maxim Group LLC from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticenotice as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. I-AM Capital Acquisition Company By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets Maxim Group LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Stxxxx X. Xxxxxx xr Shxxxxx Xxxxxx

Appears in 2 contracts

Samples: Investment Management Trust Agreement (I-Am CAPITAL ACQUISITION Co), Investment Management Trust Agreement (I-Am CAPITAL ACQUISITION Co)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Victory Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 2007 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate commence liquidation of the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated (“Counsel’s Letter”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Counsel’s Letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminatedterminated and the Trust Account closed. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INCVICTORY ACQUISITION CORP. By: Xxxxx XxxXxxx X. Xxxxxx, Chairman of the Board By: Xxxxxxx XxXxxxxxxx X. Xxxxxxx, Secretary cc: Lazard Capital Citigroup Global Markets LLC Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx Xxxxxx

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Victory Acquisition Corp), Investment Management Trust Agreement (Victory Acquisition Corp)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Xxxxxxxx Capital Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 2014 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) been unable to consummate effect a business combination with a Target Business (“Business Combination”) on or about [insert date]within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. The Company Capitalized terms used but not defined herein shall notify you at least 48 hours have the meanings set forth in advance of the actual date of the consummation of the Business Combination (“Consummation Date”)Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account investments on __________ , 20 and to transfer the total proceeds to into the above-referenced trust checking account at XX Xxxxxx Chase Bank Xxxxx Bank, N.A. to await distribution to the effect thatPublic Stockholders. The Company has selected ●, on the Consummation Date2015, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that ●, 2016 if the Company shall direct on has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination before ●, 2015, as the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel record date for the Company shall deliver purpose of determining the Public Stockholders entitled to you written notification that receive their share of the Business Combination has been consummated and (ii) liquidation proceeds. You agree to be the Company shall deliver Paying Agent of record and, in your separate capacity as Paying Agent, agree to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of distribute said funds directly to the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Amended and distributed after the Consummation Date to Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereoffunds, your obligations under the Trust Agreement shall be terminated. In , except to the event that the Business Combination is not consummated on the Consummation Date described extent otherwise provided in the notice thereof and we have not notified you on or before the original Consummation Date Section 1(j) of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticeAgreement. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Xxxxxxxx Capital Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC [●] EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxxx Xxxxxx, Vice President Re: Trust Account No. Tax Payment Withdrawal Instruction Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Xxxxxxxx Capital Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ●, 2014 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Xxxxxxxx Capital Acquisition Corp. By: Name: Title: cc: [●]

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Hennessy Capital Acquisition Corp.), Investment Management Trust Agreement (Hennessy Capital Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i1(k) of the Investment Management Trust Agreement between China Resources Development Inc. Santa Mxxxxx Media Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2011 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours two business days in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Pursuant to paragraph 2(e) of the Trust Agreement, we are providing you with [an affidavit][a certificate] of , which verifies the vote of the Company’s stockholders in connection with the Business Combination. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate commence liquidation of the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated consummated, and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's ’s letter and the Instruction Letter, (a) as directed in writing by the Representatives, in an amount equal to the Deferred Discount; (b) to Public Stockholders who exercised their conversion option in connection with the Business Combination, in an amount equal to their pro rata share of the amounts in the Trust Account as of two business days prior to the Consummation Date (including the Deferred Discount and any income actually received on amounts in the Trust Account but less an amount equal to estimated taxes that are or will be due on such income at an assumed rate of [___]% and less the amount of Net Income released to the Company pursuant to paragraph 1(j) of the Trust Agreement); and (c) the remainder in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed be disbursed after the Consummation Date to the CompanyCompany or be liquidated and distributed promptly. Upon the distribution disbursement of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminatedterminated and the Trust Account closed. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice, subject to subsequent instructions from the Company with respect to the disposition of the Trust Account, and the funds contained therein, in accordance with the Trust Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Trust Agreement. Very truly yours, CHINA REOURCES DEVELOPMENT INC. SANTA MXXXXX MEDIA CORPORATION By: Xxxxx XxxDxxxx Xxxxxxxx Chairman and Chief Executive Officer AFFIRMED Kxxx Xxxxxxxxxxx, Chairman of the Board By: Xxxxxxx XxChief Financial Officer and Director Exxx Xxxxxx, Chief Technology Officer, Secretary cc: Lazard Capital Markets LLC and Director Sxxxx Xxxxx, Director Dxxxxx Xxxxxxx, Director Rxxxxx Xxxxxxx, Director Sxxxxxx Xxxxxxxxx, Director Exhibit 10.2 EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Sxxxxx Xxxxxx Re: Trust Account No. —— Termination Letter Gentlemen: Pursuant to paragraph 1(k) of the Investment Management Trust Agreement between Santa Mxxxxx Media Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of (the “Trust Agreement”), this is to advise you that the Board of Directors of the Company has voted to dissolve the Company and the Company’s stockholders have approved such dissolution. Attached hereto is a copy of the Company’s Certificate of Dissolution, as field with the Secretary of State of the State of Delaware, certified by the Secretary of the Company as true and correct. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence liquidation of the Trust Account (including the Deferred Discount and any income actually received on amounts in the Trust Account). In connection with this liquidation, you are hereby authorized to establish a record date for the purposes of determining the stockholders of record entitled to receive their per share portion of the Trust Account. The record date shall be within ten (10) days of the liquidation date, or as soon thereafter as is practicable. You will notify the Company in writing as to when all of the funds in the Trust Account will be available for immediate transfer (the “Transfer Date”) in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. You shall commence and oversee the disbursement of such funds in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company; provided that an amount equal to 40% of any income earned on the Property shall remain in the Trust Account for the purpose of paying any income tax obligation related thereto. When all income tax obligations related to the income of the Property have been satisfied, you shall disburse the remaining funds, if any, in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation. Upon payment of all the funds in the Trust Account, the Trust Agreement shall be terminated. Very truly yours, SANTA MXXXXX MEDIA CORPORATION By: Dxxxx Xxxxxxxx Chairman and Chief Executive Officer AFFIRMED Kxxx Xxxxxxxxxxx, Chief Financial Officer and Director Exxx Xxxxxx, Chief Technology Officer, Secretary and Director Sxxxx Xxxxx, Director Dxxxxx Xxxxxxx, Director Rxxxxx Xxxxxxx, Director Sxxxxxx Xxxxxxxxx, Director Exhibit 10.2 EXHIBIT C AUTHORIZED INDIVIDUAL(S) AUTHORIZED FOR TELEPHONE CALL BACK TELEPHONE NUMBER(S) Company: Santa Mxxxxx Media Corporation 9000 Xxxxxx Xxxxxxxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attn: Dxxxx Xxxxxxxx (000) 000-0000 Trustee: Continental Stock Transfer & Trust Company 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Santa Monica Media CORP), Investment Management Trust Agreement (Santa Monica Media CORP)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. CF Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 _ (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into the above-referenced trust checking account in the United States at XX JX Xxxxxx Chase Bank Bank, N.A. to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Representatives on behalf of the Underwriters (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that the aforementioned trust checking account is a non-interest bearing account and that while the funds are on deposit in the said trust checking account awaiting distribution, the Company no interest will not earn any interest or dividendsbe earned. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] certificate of __________________the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination shareholders, if a vote is held and (b) written instructions instruction signed by the Company with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public shareholders who have properly exercised their redemption rights and payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticenotice as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. CF Corporation By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnTitle:

Appears in 2 contracts

Samples: Investment Management Trust Agreement (CF Corp), Investment Management Trust Agreement (CF Corp)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Victory Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 2007 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) been unable to consummate effect a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”)with a Target Company within the time frame specified in the Company’s Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. In accordance with the terms of the Trust Agreement, we hereby authorize you you, to liquidate commence liquidation of the Trust Account investments on __________ and as promptly as practicable to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, stockholders of record on the Consummation Date, Last Date (as defined in the Trust Agreement). You will notify the Company in writing as to when all of the funds held in the Trust Account will be immediately available for immediate transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction LetterTransfer Date). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, ) in accordance with the terms of the Instruction LetterTrust Agreement and the Certificate of Incorporation of the Company. In You shall commence distribution of such funds in accordance with the event that certain deposits held in terms of the Trust Account may not be liquidated by Agreement and the Consummation Date without penalty, you will notify Certificate of Incorporation of the Company and you shall oversee the distribution of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Companyfunds. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INCVICTORY ACQUISITION CORP. By: Xxxxx XxxXxxx X. Xxxxxx, Chairman of the Board By: Xxxxxxx XxXxxxxxxx X. Xxxxxxx, Secretary cc: Lazard Capital Citigroup Global Markets LLC Inc. EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Victory Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of , 2007 (“Trust Agreement”), this is to advise you that the Company hereby requests that you deliver to the Company $ of the income earned on the Property as of the date hereof. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, VICTORY ACQUISITION CORP. By: Xxxx X. Xxxxxx, Chairman of the Board By: Xxxxxxxx X. Xxxxxxx, Secretary cc: Citigroup Global Markets Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Victory Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of , 2007 (“Trust Agreement”), this is to advise you that the Company hereby requests that you deliver to the Company $ of the income earned on the Property as of the date hereof, which does not exceed, in the aggregate with all such prior disbursements pursuant to paragraph 2(b), if any, the maximum amount set forth in paragraph 2(b). The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, VICTORY ACQUISITION CORP. By: Xxxx X. Xxxxxx, Chairman of the Board By: Xxxxxxxx X. Xxxxxxx, Secretary cc: Citigroup Global Markets Inc. EXHIBIT E AUTHORIZED INDIVIDUAL(S) FOR TELEPHONE CALL BACK AUTHORIZED TELEPHONE NUMBER(S) Company: Victory Acquisition Corp. 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxxx X. Xxxxxxx, President (000) 000-0000 Trustee: Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxx, Chairman (000) 000-0000

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Victory Acquisition Corp), Investment Management Trust Agreement (Victory Acquisition Corp)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Aldabra 2 Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 2007 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) been unable to consummate effect a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”)with a Target Company within the time frame specified in the Company’s Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. In accordance with the terms of the Trust Agreement, we hereby authorize you you, to liquidate commence liquidation of the Trust Account investments on __________ and as promptly as practicable to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, stockholders of record on the Consummation Date, Last Date (as defined in the Trust Agreement). You will notify the Company in writing as to when all of the funds held in the Trust Account will be immediately available for immediate transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction LetterTransfer Date). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, ) in accordance with the terms of the Instruction LetterTrust Agreement and the Certificate of Incorporation of the Company. In You shall commence distribution of such funds in accordance with the event that certain deposits held in terms of the Trust Account may not be liquidated by Agreement and the Consummation Date without penalty, you will notify Certificate of Incorporation of the Company and you shall oversee the distribution of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Companyfunds. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INCALDABRA 2 ACQUISITION CORP. By: Xxxxx XxxNxxxxx Xxxxxx, Chairman of the Board By: Xxxxxxx XxJxxxx Xxxxx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Sxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Aldabra 2 Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___, 2007 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $___of the income earned on the Property as of the date hereof. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, ALDABRA 2 ACQUISITION CORP. By: Nxxxxx Xxxxxx, Chairman of the Board By: Jxxxx Xxxxx, Secretary cc: Lazard Capital Markets LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Sxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Aldabra 2 Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___, 2007 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $___of the income earned on the Property as of the date hereof, which does not exceed, in the aggregate with all such prior disbursements pursuant to paragraph 2(b), if any, the maximum amount set forth in paragraph 2(b). The Company needs such funds to pay its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, ALDABRA 2 ACQUISITION CORP. By: Nxxxxx Xxxxxx, Chairman of the Board By: Jxxxx Xxxxx, Secretary cc: Lazard Capital Markets LLC EXHIBIT E AUTHORIZED INDIVIDUAL(S) AUTHORIZED FOR TELEPHONE CALL BACK TELEPHONE NUMBER(S) Company: Aldabra 2 Acquisition Corp. c/o Terrapin Partners LLC 500 Xxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Jxxxx Xxxxx, Chief Executive Officer (000) 000-0000 Trustee: Continental Stock Transfer & Trust Company 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Sxxxxx X. Xxxxxx, Chairman (000) 000-0000

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Aldabra 2 Acquisition Corp.), Investment Management Trust Agreement (Aldabra 2 Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i1(k) of the Investment Management Trust Agreement between China Resources Development Inc. Santa Mxxxxx Media Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2011 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours two business days in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Pursuant to paragraph 2(e) of the Trust Agreement, we are providing you with [an affidavit][a certificate] of , which verifies the vote of the Company’s stockholders in connection with the Business Combination. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate commence liquidation of the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated consummated, and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's ’s letter and the Instruction Letter, (a) as directed in writing by the Representative, in an amount equal to the Deferred Discount; (b) to Public Stockholders who exercised their conversion option in connection with the Business Combination, in an amount equal to their pro rata share of the amounts in the Trust Account as of two business days prior to the Consummation Date (including the Deferred Discount and any income actually received on amounts in the Trust Account but less an amount equal to estimated taxes that are or will be due on such income at an assumed rate of [___]% and less the amount of Net Income released to the Company pursuant to paragraph 1(j) of the Trust Agreement); and (c) the remainder in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed be disbursed after the Consummation Date to the CompanyCompany or be liquidated and distributed promptly. Upon the distribution disbursement of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminatedterminated and the Trust Account closed. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice, subject to subsequent instructions from the Company with respect to the disposition of the Trust Account, and the funds contained therein, in accordance with the Trust Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Trust Agreement. Very truly yours, CHINA REOURCES DEVELOPMENT INC. SANTA MXXXXX MEDIA CORPORATION By: Xxxxx XxxDxxxx Xxxxxxxx Chairman and Chief Executive Officer AFFIRMED Kxxx Xxxxxxxxxxx, Chairman of the Board By: Xxxxxxx XxChief Financial Officer and Director Exxx Xxxxxx, Chief Technology Officer, Secretary cc: Lazard Capital Markets LLC and Director Sxxxx Xxxxx, Director Dxxxxx Xxxxxxx, Director Rxxxxx Xxxxxxx, Director Sxxxxxx Xxxxxxxxx, Director Exhibit 10.2 EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Sxxxxx Xxxxxx Re: Trust Account No. —— Termination Letter Gentlemen: Pursuant to paragraph 1(k) of the Investment Management Trust Agreement between Santa Mxxxxx Media Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of (the “Trust Agreement”), this is to advise you that the Board of Directors of the Company has voted to dissolve the Company and the Company’s stockholders have approved such dissolution. Attached hereto is a copy of the Company’s Certificate of Dissolution, as field with the Secretary of State of the State of Delaware, certified by the Secretary of the Company as true and correct. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence liquidation of the Trust Account (including the Deferred Discount and any income actually received on amounts in the Trust Account). In connection with this liquidation, you are hereby authorized to establish a record date for the purposes of determining the stockholders of record entitled to receive their per share portion of the Trust Account. The record date shall be within ten (10) days of the liquidation date, or as soon thereafter as is practicable. You will notify the Company in writing as to when all of the funds in the Trust Account will be available for immediate transfer (the “Transfer Date”) in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. You shall commence and oversee the disbursement of such funds in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company; provided that an amount equal to 40% of any income earned on the Property shall remain in the Trust Account for the purpose of paying any income tax obligation related thereto. When all income tax obligations related to the income of the Property have been satisfied, you shall disburse the remaining funds, if any, in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation. Upon payment of all the funds in the Trust Account, the Trust Agreement shall be terminated. Very truly yours, SANTA MXXXXX MEDIA CORPORATION By: Dxxxx Xxxxxxxx Chairman and Chief Executive Officer AFFIRMED Kxxx Xxxxxxxxxxx, Chief Financial Officer and Director Exxx Xxxxxx, Chief Technology Officer, Secretary and Director Sxxxx Xxxxx, Director Dxxxxx Xxxxxxx, Director Rxxxxx Xxxxxxx, Director Sxxxxxx Xxxxxxxxx, Director Exhibit 10.2 EXHIBIT C AUTHORIZED INDIVIDUAL(S) AUTHORIZED FOR TELEPHONE CALL BACK TELEPHONE NUMBER(S) Company: Santa Mxxxxx Media Corporation 9000 Xxxxxx Xxxxxxxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attn: Dxxxx Xxxxxxxx (000) 000-0000 Trustee: Continental Stock Transfer & Trust Company 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Santa Monica Media CORP), Investment Management Trust Agreement (Santa Monica Media CORP)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2013 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at JX Xxxxxx Chase Bank to await distribution to the Public Stockholders. The Company has selected ____________, 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER CORP. By:________________________________ Exxx X. Xxxxxxxxx, Chairman of the Board By:________________________________ Dxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxx Di Paolo and Cxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2011 2013 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (“Business Agreement”via wire transfer) with such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] QUARTET MERGER CORP. By:________________________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance Exxx X. Xxxxxxxxx, Chairman of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of Board By:__________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INC. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx______________ Dxxxx Xxxx, Secretary cc: Lazard Capital Markets LLC EarlyBirdCapital, Inc. EXHIBIT B D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxx Di Paolo and Cxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By:________________________________ Exxx X. Xxxxxxxxx, Chairman of the Board By:________________________________ Dxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Quartet Merger Corp.), Investment Management Trust Agreement (Quartet Merger Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Silver Run Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2011 2016 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into the above-referenced trust checking account at XX Xxxxxx Chase Bank Bank, N.A. to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at XX Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination stockholders, if a vote is held and (b) joint written instructions instruction signed by the Company, Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Xxxxxxx, Sachs & Co. with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticenotice as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Silver Run Acquisition Corporation By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnTitle:

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Silver Run Acquisition Corp), Investment Management Trust Agreement (Silver Run Acquisition Corp)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Raycliff Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 2008 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate commence liquidation of the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated (“Counsel’s Letter”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Counsel’s Letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminatedterminated and the Trust Account closed. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall shall, upon written instruction from the Company, be reinvested redeposited as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Raycliff Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC Deutsche Bank Securities Inc. Exhibit A EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx Xxxxxx and Xxxxx X. Di Paolo

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Raycliff Acquisition Corp), Investment Management Trust Agreement (Raycliff Acquisition Corp)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Raycliff Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 2008 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“been unable to effect a Business Agreement”) Combination with __________________ (“a Target Business”) Company prior to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Deadline Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you you, to liquidate commence liquidation of the Trust Account investments on __________ and as promptly as practicable to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, stockholders of record on the Consummation Business Combination Deadline Date, . You will notify the Company in writing as to when all of the funds held in the Trust Account will be immediately available for immediate transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction LetterTransfer Date). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, ) in accordance with the terms of the Instruction LetterTrust Agreement and the Certificate of Incorporation. In You shall commence distribution of such funds in accordance with the event that certain deposits held in terms of the Trust Account may not be liquidated by Agreement and the Consummation Date without penalty, Certificate of Incorporation and you will notify shall oversee the Company distribution of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Companyfunds. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Raycliff Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC Deutsche Bank Securities Inc. EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxxx Xxxxxx and Xxxxxxxx Xxxx Re: Trust Account No. Gentlemen: Pursuant to Section 2(a) of the Investment Management Trust Agreement between Raycliff Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of , 2008 (“Trust Agreement”), this is to advise you that the Company hereby requests that you deliver to the Company $ of the income earned on the Property as of the date hereof. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Raycliff Acquisition Corp. By: Name: Title: cc: Deutsche Bank Securities Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxxxx and Xxxxxxxx Xxxx Re: Trust Account No. Gentlemen: Pursuant to Section 2(b) of the Investment Management Trust Agreement between Raycliff Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of , 2008 (“Trust Agreement”), this is to advise you that the Company hereby requests that you deliver to the Company $ of the interest, net of the taxes payable on such interest, earned on the Property as of the date hereof, which does not exceed, in the aggregate with all such prior disbursements pursuant to Section 2(b), the maximum amount permitted to be withdrawn pursuant to Section 2(b). The Company needs such funds to cover its expenses relating to investigating and selecting a target business or assets and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Raycliff Acquisition Corp. By: Name: Title: cc: Deutsche Bank Securities Inc. EXHIBIT E AUTHORIZED INDIVIDUAL(S) FOR TELEPHONE CALL BACK AUTHORIZED TELEPHONE NUMBER(S) Company: Raycliff Acquisition Corp. 0 Xxxx 00xx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx X. Xxxxx or Xxxxxx X. Xxxxxxx (000) 000-0000 Trustee: Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxx (000) 000-0000

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Raycliff Acquisition Corp), Investment Management Trust Agreement (Raycliff Acquisition Corp)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Trio Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INCTRIO MERGER CORP. By: Xxxxx XxxXxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxxxx XxXxxxx X. Xxxx, Secretary cc: Lazard Capital Markets LLC EarlyBirdCapital, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Trio Merger Corp.), Investment Management Trust Agreement (Trio Merger Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Andina Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ______________, 2011 2015 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) been unable to consummate effect a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”)with a Target Company within the time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of ______________] and to transfer the total proceeds to the Trust Checking Account at [ ]to await distribution to the Public Shareholders. The Company has selected [____________, which verifies 20__] as the vote record date for the purpose of determining the Public Shareholders entitled to receive their share of the Company’s stockholders in connection with liquidation proceeds. It is acknowledged that no interest will be earned by the Business Combination if a vote is held and (b) written instructions with respect to Company on the transfer of the funds held liquidation proceeds while on deposit in the Trust Account (“Instruction Letter”)Checking Account. You are hereby directed agree to be the Paying Agent of record and authorized in your separate capacity as Paying Agent, to transfer distribute said funds directly to the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Amended and distributed after the Consummation Date to Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INCANDINA ACQUISITION CORP. II By: Xxxxx XxxX. Xxxxxx, Chairman of the Board Chief Executive Officer By: Xxxxxxx XxXxxxxxxx Xxxxxxxx, Secretary Chief Financial Officer cc: Lazard Capital Markets LLC EarlyBirdCapital, Inc. EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Andina Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _____________, 2015 (“Trust Agreement”), the Company hereby requests that you deliver to the Company [$_______] of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax obligations as a result of such interest income. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] ANDINA ACQUISITION CORP. II By: Xxxxx X. Xxxxxx, Chief Executive Officer By: Xxxxxxxx Xxxxxxxx, Chief Financial Officer cc: EarlyBirdCapital, Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Andina Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________________, 2015 (“Trust Agreement”), the Company hereby requests that you deliver to the Company [$_______] of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, ANDINA ACQUISITION CORP. II By: Xxxxx X. Xxxxxx, Chief Executive Officer By: Xxxxxxxx Xxxxxxxx, Chief Financial Officer cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx and Xxxxx XxXxxxx Re: Trust Account No. - Termination Letter Gentlemen: Reference is made to the Investment Management Trust Agreement between Andina Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company, dated as of ___________, 2015 (“Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. Pursuant to Section 1(j) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account on [ ] and to transfer $_____ of the proceeds of the Trust to the checking account at [ ] for distribution to the shareholders that have requested conversion of their shares in connection with such Amendment. The remaining funds shall be reinvested by you as previously instructed. Very truly yours, ANDINA ACQUISITION CORP. II By: Xxxxx X. Xxxxxx, Chief Executive Officer By: Xxxxxxxx Xxxxxxxx, Chief Financial Officer cc: EarlyBirdCapital, Inc.

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Andina Acquisition Corp. II), Investment Management Trust Agreement (Andina Acquisition Corp. II)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Triplecrown Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 2007 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate commence liquidation of the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated (“Counsel’s Letter”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Counsel’s Letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminatedterminated and the Trust Account closed. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INCTRIPLECROWN ACQUISITION CORP. By: Xxxxx XxxXxxx X. Xxxxxx, Chairman of the Board By: Xxxxxxx XxXxxxxxxx X. Xxxxxxx, Secretary cc: Lazard Capital Citigroup Global Markets LLC Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx Xxxxxx

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Triplecrown Acquisition Corp.), Investment Management Trust Agreement (Triplecrown Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Experience Investment Corp. (the “Company”) and Continental American Stock Transfer & Trust Company Company, LLC (the “Trustee”), dated as of _________, 2011 2019 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [insert name] (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (or such shorter time period as you may agree) (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into a segregated account held by you on behalf of the above-referenced account at XX Xxxxxx Chase Bank Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at Deutsche Bank Trust Company Americas, an affiliate of Deutsche Bank Securities Inc., awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination stockholders, if a vote is held and (b) a written instructions instruction signed by the Company with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticesuch written instruction as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Experience Investment Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnTitle:

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Experience Investment Corp.), Investment Management Trust Agreement (Experience Investment Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Proficient Alpha Acquisition Corp. (the “Company”) and Continental American Stock Transfer & Trust Company Company, LLC (the “Trustee”), dated as of _________, 2011 2019 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [insert name] (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into a segregated account held by you on behalf of the above-referenced account at XX Xxxxxx Chase Bank Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at Mxxxxx Stanley N.A., awaiting distribution, neither the Company nor the Representative will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination stockholders, if a vote is held and (b) a written instructions instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticesuch written instruction as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Proficient Alpha Acquisition Corp. By: Xxxxx Xxx, Chairman Name: Title: cc: I-Bankers Securities Inc. [Signature Page to Exhibit A of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Investment Management Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:Agreement]

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Proficient Alpha Acquisition Corp), Investment Management Trust Agreement (Proficient Alpha Acquisition Corp)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. TenX Kxxxx Acquisition (the “Company”) and Continental American Stock Transfer & Trust Company Company, LLC (the “Trustee”), dated as of _________[ ], 2011 202[ ] (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [insert name] (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into a segregated account held by you on behalf of the above-referenced account at XX Xxxxxx Chase Bank Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at Mxxxxx Stanley, N.A., awaiting distribution, neither the Company nor the Representatives will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination shareholders, if a vote is held and (b) a written instructions instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticesuch written instruction as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. TenX Kxxxx Acquisition By: Xxxxx Xxx, Name: Xxxxxxxx Xxxx Title: Chief Executive Officer and Chairman cc: Maxim Group LLC [Signature Page to Exhibit A of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC Investment Management Trust Agreement] EXHIBIT B [Letterhead of Company] [Insert date] Continental American Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx XxxxCompany, Xxx Xxxx LLC 6000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attn:: AST Shareholder Services

Appears in 2 contracts

Samples: Investment Management Trust Agreement (TenX Keane Acquisition), Investment Management Trust Agreement (TenX Keane Acquisition)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development International Shipping Enterprises, Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 2004 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate commence liquidation of the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that (a) the Business Combination has been consummated and (b) the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado Statute have been met, and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's ’s letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INTERNATIONAL SHIPPING ENTERPRISES, INC. By: Xxxxx XxxXxxxxxxx Xxxxxxx, Chairman of the Board By: Xxxxxxx XxXxxxxxxx Xxxxxxxxxxxxx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:

Appears in 2 contracts

Samples: Investment Management Trust Agreement (International Shipping Enterprises, Inc.), Investment Management Trust Agreement (International Shipping Enterprises, Inc.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Silver Run Acquisition Corporation II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2011 2017 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into the above-referenced trust checking account at XX X.X. Xxxxxx Chase Bank Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination stockholders, if a vote is held and (b) a written instructions instruction signed by the Company with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticesuch written instruction as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Silver Run Acquisition Corporation II By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnTitle:

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Silver Run Acquisition Corp II), Investment Management Trust Agreement (Silver Run Acquisition Corp II)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Hyde Park Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX JX Xxxxxx Chase Cxxxx Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INCHYDE PARK ACQUISITION CORP. II By: Xxxxx XxxLxxxxxxx X. Xxxx, Chairman of the Board By: Xxxxxxx XxCxxxx Xxxxxxxx, Secretary cc: Lazard Capital Markets LLC Deutsche Bank Securities Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Sxxxxx Xxxxxx and Fxxxx XxXxxxx

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Hyde Park Acquisition Corp. II), Investment Management Trust Agreement (Hyde Park Acquisition Corp. II)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Triplecrown Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 2007 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) been unable to consummate effect a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”)with a Target Company within the time frame specified in the Company’s Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. In accordance with the terms of the Trust Agreement, we hereby authorize you you, to liquidate commence liquidation of the Trust Account investments on __________ and as promptly as practicable to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, stockholders of record on the Consummation Date, Last Date (as defined in the Trust Agreement). You will notify the Company in writing as to when all of the funds held in the Trust Account will be immediately available for immediate transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction LetterTransfer Date). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, ) in accordance with the terms of the Instruction LetterTrust Agreement and the Certificate of Incorporation of the Company. In You shall commence distribution of such funds in accordance with the event that certain deposits held in terms of the Trust Account may not be liquidated by Agreement and the Consummation Date without penalty, you will notify Certificate of Incorporation of the Company and you shall oversee the distribution of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Companyfunds. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INCTRIPLECROWN ACQUISITION CORP. By: Xxxxx XxxXxxx X. Xxxxxx, Chairman of the Board By: Xxxxxxx XxXxxxxxxx X. Xxxxxxx, Secretary cc: Lazard Capital Citigroup Global Markets LLC Inc. EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Triplecrown Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of , 2007 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $ of the income earned on the Property as of the date hereof. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, TRIPLECROWN ACQUISITION CORP. By: Xxxx X. Xxxxxx, Chairman of the Board By: Xxxxxxxx X. Xxxxxxx, Secretary cc: Citigroup Global Markets Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Triplecrown Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of , 2007 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $ of the income earned on the Property as of the date hereof, which does not exceed, in the aggregate with all such prior disbursements pursuant to paragraph 2(b), if any, the maximum amount set forth in paragraph 2(b). The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, TRIPLECROWN ACQUISITION CORP. By: Xxxx X. Xxxxxx, Chairman of the Board By: Xxxxxxxx X. Xxxxxxx, Secretary cc: Citigroup Global Markets Inc. EXHIBIT E AUTHORIZED INDIVIDUAL(S) FOR TELEPHONE CALL BACK AUTHORIZED TELEPHONE NUMBER(S) Company: Triplecrown Acquisition Corp. 000 Xxxx Xxxxxxxx, XXX 000 Xxxxxxx, Xxxxxxx 00000 Attn: Xxxxxxxx X. Xxxxxxx, President (000) 000-0000 Trustee: Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxx, Chairman (000) 000-0000

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Triplecrown Acquisition Corp.), Investment Management Trust Agreement (Triplecrown Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. One Madison Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 _ (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate commence liquidation of all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into the above-referenced trust checking account in the United States at XX Xxxxxx JPMorgan Chase Bank Bank, N.A. to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Representatives on behalf of the Underwriters (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that the aforementioned trust checking account is a non-interest bearing account and that while the funds are on deposit in the said trust checking account awaiting distribution, the Company no interest will not earn any interest or dividendsbe earned. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] certificate of __________________the Chairman and Chief Executive Officer, which verifies that the Business Combination has been approved by Anchor Investors (as defined in the Underwriting Agreement) representing more than 50.0% of the Ordinary Shares purchased by such Anchor Investors pursuant to certain forward purchase agreements between the Company and each Anchor Investor, (b) if a shareholders’ vote is held, a certificate of the Chairman and Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination if a vote is held shareholders and (bc) written instructions instruction signed by the Company with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to Public Shareholders who have properly exercised their redemption rights and payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticenotice as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. One Madison Corporation By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnTitle:

Appears in 2 contracts

Samples: Investment Management Trust Agreement (One Madison Corp), Investment Management Trust Agreement (One Madison Corp)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Trio Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2011 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Xxxxx Bank to await distribution to the shareholders. The Company has selected ____________ 20 __ as the record date for the purpose of determining the shareholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Company's shareholders (other than with respect to the initial shares) in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, TRIO MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx X. Xxxx, Secretary cc: EarlyBirdCapital, Inc. EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Trio Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2011 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with ___________hereby requests that you deliver to the Company $_______ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) of the interest income earned on or about [insert date]the Property as of the date hereof. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”)needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the (via wire transfer) such funds held in the Trust Account immediately promptly upon your receipt of the counsel's this letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INC’s operating account at: [WIRE INSTRUCTION INFORMATION] TRIO MERGER CORP. By: Xxxxx XxxXxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxxxx XxXxxxx X. Xxxx, Secretary cc: Lazard Capital Markets LLC EarlyBirdCapital, Inc. EXHIBIT B D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Trio Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2011 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, TRIO MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx X. Xxxx, Secretary cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(c) of the Investment Management Trust Agreement between Trio Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2011 (“Trust Agreement”), pursuant to the instructions attached hereto as Schedule A, you are instructed to distribute funds held in the Trust Account to those parties listed on Schedule A, in consideration of the Company’s purchases of shares of Common Stock at a price of $___ per share, including commissions (the “Purchase Price”). The Purchase Price is equal to or below the Maximum Price (as defined in the Trust Agreement). Additionally, the shares of Common Stock, together with any shares previously purchased by the Company pursuant to paragraph 2(c) of the Trust Agreement, do not exceed the Maximum Amount (as defined in the Trust Agreement). Very truly yours, TRIO MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx X. Xxxx, Secretary cc: EarlyBirdCapital, Inc.

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Trio Merger Corp.), Investment Management Trust Agreement (Trio Merger Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between CS China Resources Development Inc. Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 2008 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate commence liquidation of the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CS CHINA REOURCES DEVELOPMENT INCACQUISITION CORP. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx XxXxxxxx Xxx, Secretary cc: Lazard Capital Markets LLC EarlyBirdCapital, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:

Appears in 2 contracts

Samples: Investment Management Trust Agreement (CS China Acquisition Corp.), Investment Management Trust Agreement (CS China Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. TenX Kxxxx Acquisition (the “Company”) and Continental American Stock Transfer & Trust Company Company, LLC (the “Trustee”), dated as of _________[ ], 2011 202[ ] (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [insert name] (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into a segregated account held by you on behalf of the above-referenced account at XX Xxxxxx Chase Bank Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at Mxxxxx Stanley, N.A., awaiting distribution, neither the Company nor the Representatives will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination shareholders, if a vote is held and (b) a written instructions instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticesuch written instruction as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. TenX Kxxxx Acquisition By: Xxxxx Xxx, Name: Xxxxxxxx Xxxx Title: Chief Executive Officer and Chairman cc: Maxim Group LLC [Signature Page to Exhibit A of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC Investment Management Trust Agreement] EXHIBIT B [Letterhead of Company] [Insert date] Continental American Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx XxxxCompany, Xxx Xxxx LLC 6000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attn:: Relationship Management

Appears in 2 contracts

Samples: Investment Management Trust Agreement (TenX Keane Acquisition), Investment Management Trust Agreement (TenX Keane Acquisition)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between CS China Resources Development Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2008 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Memorandum and Articles of Association, as described in the Company’s prospectus relating to its IPO. In accordance with the terms of the Trust Agree-ment, we hereby authorize you, to commence liquidation of the Trust Account as promptly as practicable to stockholders of record on the Last Date (as defined in the Trust Agreement). You will notify the Company in writing as to when all of the funds in the Trust Account will be available for immediate transfer (“Transfer Date”) in accordance with the terms of the Trust Agreement and the Memorandum and Articles of Association of the Company. You shall commence distribution of such funds directly to the Company’s shareholders (other than with respect to the initial shares, as defined in the Company’s Prospectus, dated ________, 2008) in accordance with the terms of the Trust Agreement and the Memorandum and Articles of Association of the Company and you shall oversee the distribution of the funds. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, CS CHINA ACQUISITION CORP. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxx Xxx, Secretary cc: EarlyBirdCapital, Inc. EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between CS China Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2011 2008 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with ___________hereby requests that you deliver to the Company $_______ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) of the income earned on or about [insert date]the Property as of the date hereof. The Company shall notify you at least 48 hours in advance of needs such funds to pay for the actual date of tax obligations as set forth on the consummation of the Business Combination (“Consummation Date”)attached tax return or tax statement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the (via wire transfer) such funds held in the Trust Account immediately promptly upon your receipt of the counsel's this letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, ’s operating account at: [WIRE INSTRUCTION INFORMATION] CS CHINA REOURCES DEVELOPMENT INCACQUISITION CORP. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx XxXxxxxx Xxx, Secretary cc: Lazard Capital Markets LLC EarlyBirdCapital, Inc. EXHIBIT B D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between CS China Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2008 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the income earned on the Property as of the date hereof, which does not exceed, in the aggregate with all such prior disbursements pursuant to paragraph 2(b), if any, the maximum amount set forth in paragraph 2(b). The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, CS CHINA ACQUISITION CORP. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxx Xxx, Secretary cc: EarlyBirdCapital, Inc. EXHIBIT E AUTHORIZED INDIVIDUAL(S) AUTHORIZED FOR TELEPHONE CALL BACK TELEPHONE NUMBER(S) Company: CS China Acquisition Corp. 0000 X.X. Xxxxxx Xxxxxx, Xxxxx 000 Xxxxx, Xxxxxxx 00000 Attn: Xxxxx Xxx, Chairman (000) 000-0000 Trustee: Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxx, Chairman (000) 000-0000

Appears in 2 contracts

Samples: Investment Management Trust Agreement (CS China Acquisition Corp.), Investment Management Trust Agreement (CS China Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. VectoIQ Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2011 2018 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into a segregated account held by you on behalf of the above-referenced account at XX Xxxxxx Chase Bank Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at [JPMorgan Chase Bank, N.A.] awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination stockholders, if a vote is held and (b) a written instructions instruction signed by the Company with respect to the transfer of the funds held in the Trust Account, including payment of the M&A Fee from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticesuch written instruction as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. VectoIQ Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets Xxxxx and Company, LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx Xxxxxx and Xxxxxxx X. Xxxx, Xx

Appears in 2 contracts

Samples: Investment Management Trust Agreement (VectoIQ Acquisition Corp.), Investment Management Trust Agreement (VectoIQ Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Shermen WSC Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 2006 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate commence liquidation of the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that (a) the Business Combination has been consummated and (b) if applicable, the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado Statute have been met, and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's ’s letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INCSHERMEN WSC ACQUISITION CORP. By: Xxxxx XxxXxxxxxx X. Xxxxxxx, Xx., Chairman of the Board and Chief Executive Officer By: Xxxxxxx Xx, Secretary cc: Lazard CRT Capital Markets LLC Group LLC. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx X. Xxxxxx

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Shermen WSC Acquisition Corp), Investment Management Trust Agreement (Shermen WSC Acquisition Corp)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development International Shipping Enterprises, Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 2004 (“Trust Agreement”), this is to advise you that the Board of Directors of the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) voted to consummate dissolve and liquidate the Trust Account. Attached hereto is a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance copy of the actual date minutes of the consummation meeting of the Business Combination (“Consummation Date”)Board of Directors of the Company relating thereto, certified by the Secretary of the Company as true and correct and in full force and effect. In accordance with the terms of the Trust Agreement, we hereby (a) certify to you that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado Statute have been met and (b) authorize you you, to liquidate commence liquidation of the Trust Account investments on __________ Account. You will notify the Company and JPMorgan Chase NY Bank (“Designated Paying Agent”) in writing as to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, when all of the funds held in the Trust Account will be immediately available for immediate transfer (“Transfer Date”). The Designated Paying Agent shall thereafter notify you as to the account or accounts of the Designated Paying Agent that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized should be transferred to transfer on the Transfer Date so that the Designated Paying Agent may commence distribution of such funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms Company’s instructions. You shall have no obligation to oversee the Designated Paying Agent’s distribution of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Companyfunds. Upon the distribution payment to the Designated Paying Agent of all the funds in the Trust Account pursuant to the terms hereofAccount, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INTERNATIONAL SHIPPING ENTERPRISES, INC. By: Xxxxx XxxXxxxxxxx Xxxxxxx, Chairman of the Board By: Xxxxxxx XxXxxxxxxx Xxxxxxxxxxxxx, Secretary ccEXHIBIT C AUTHORIZED INDIVIDUAL(S) AUTHORIZED FOR TELEPHONE CALL BACK TELEPHONE NUMBER(S) Company: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] International Shipping Enterprises, Inc. 0000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxxx Xxxxxxx (000) 000-0000 Trustee: Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx X. Xxxxxx, Chairman (000) 000-0000

Appears in 2 contracts

Samples: Investment Management Trust Agreement (International Shipping Enterprises, Inc.), Investment Management Trust Agreement (International Shipping Enterprises, Inc.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Clarim Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2011 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [insert name] (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 seventy-two (72) hours in advance of the actual date of the consummation of the Business Combination (or such shorter time period as you may agree) (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ and to transfer the proceeds to into a segregated account held by you on behalf of the above-referenced account at XX Xxxxxx Chase Bank Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation DateDate (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Chase Bank, N.A., awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination stockholders, if a vote is held and (b) a joint written instructions instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount to the Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticesuch written instruction as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Clarim Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board Name: Title: Agreed and acknowledged by: Xxxxxxxxx LLC By: Xxxxxxx Xx, Secretary ccName: Lazard Capital Markets LLC Title: EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Attn:: [______________]

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Clarim Acquisition Corp.), Investment Management Trust Agreement (Clarim Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Sports Properties Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 2007 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) been unable to consummate effect a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation with a target company prior to the Termination Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you you, to liquidate commence liquidation of the Trust Account investments on __________ and as promptly as practicable to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, stockholders of record on the Consummation Termination Date, . You will notify the Company in writing as to when all of the funds held in the Trust Account will be immediately available for immediate transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction LetterTransfer Date). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, ) in accordance with the terms of the Instruction LetterTrust Agreement and the Certificate of Incorporation. In You shall commence distribution of such funds in accordance with the event that certain deposits held in terms of the Trust Account may not be liquidated by Agreement and you shall oversee the Consummation Date without penalty, you will notify the Company distribution of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Companyfunds. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INCSPORTS PROPERTIES ACQUISITION CORP. By: Xxxxx XxxXxxx Xxxxxxx, Chairman of the Board President and Chief Executive Officer By: Xxxxx X. Xxxx, Chief Financial Officer EXHIBIT C AUTHORIZED INDIVIDUAL(S) FOR TELEPHONE CALL BACK AUTHORIZED TELEPHONE NUMBER(S) Company: Sports Properties Acquisition Corp. (212) 328-2100 000 Xxxxxxx XxXxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxxxx, Secretary ccand Director Banc of America Securities 00 X. 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Trustee: Continental Stock Transfer & Trust Company (000) 000-0000 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxx SCHEDULE A Schedule of fees pursuant to Section 3(c) of Investment Management Trust Agreement between Sports Properties Acquisition Corp. and Continental Stock Transfer & Trust Company Fee Item Time and method of payment Amount Initial acceptance fee Initial closing of IPO by wire transfer [$ 1,000 ] Annual fee First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check [$ 3,000 ] Transaction processing fee for disbursements to Company under Sections 2(a) Deduction by Trustee from disbursement made to Company [$ 250 ] Agreed: Dated: , 2007 Sports Properties Acquisition Corp. By: Authorized Officer Continental Stock Transfer & Trust Co. By:

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Sports Properties Acquisition Corp.), Investment Management Trust Agreement (Sports Properties Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Andina Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _______________, 2011 2015 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with [__________________ _] (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on [__________ _] and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank [ ] to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of [__________________], which verifies the vote of the Company’s stockholders shareholders in connection with the Business Combination if a vote is held and (b) joint written instructions from the Company and EarlyBirdCapital, Inc. with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's ’s letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT ANDINA ACQUISITION CORP. II By: Xxxxx X. Xxxxxx, Chief Executive Officer By: Xxxxxxxx Xxxxxxxx, Chief Financial Officer AGREED TO AND ACKNOWLEDGED BY EARLYBIRDCAPITAL, INC. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx Xxxxxx and Xxxxx XxXxxxx

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Andina Acquisition Corp. II), Investment Management Trust Agreement (Andina Acquisition Corp. II)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Black Ridge Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2011 2017 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with [__________________ _] (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on [__________ _] and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank [____________] to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of [__________________], which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) joint written instructions from the Company and EarlyBirdCapital, Inc. with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's ’s letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INCBLACK RIDGE ACQUISITION CORP. By: Xxx XxXxxxxxxx, Chief Executive Officer By: Xxxxx Xxx, Chairman of the Board Chief Financial Officer AGREED TO AND ACKNOWLEDGED BY EARLYBIRDCAPITAL, INC. By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxx Xxxx and Xxxxxxx Xxxxxx

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Black Ridge Oil & Gas, Inc.), Investment Management Trust Agreement (Black Ridge Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Hyde Park Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2011 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at JX Xxxxxx Cxxxx Bank to await distribution to the stockholders. The Company has selected ____________, 20__ as the record date for the purpose of determining the stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Company’s stockholders (other than with respect to the initial shares) in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, HYDE PARK ACQUISITION CORP. II By: Lxxxxxxx X. Xxxx, Chairman of the Board By: Cxxxx Xxxxxxxx, Secretary cc: Deutsche Bank Securities Inc. EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxx Di Paolo and Cxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Hyde Park Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2011 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with ___________hereby requests that you deliver to the Company $_______ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) of the interest income earned on or about [insert date]the Property as of the date hereof. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”)needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the (via wire transfer) such funds held in the Trust Account immediately promptly upon your receipt of the counsel's this letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] HYDE PARK ACQUISITION CORP. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INC. II By: Xxxxx XxxLxxxxxxx X. Xxxx, Chairman of the Board By: Xxxxxxx XxCxxxx Xxxxxxxx, Secretary cc: Lazard Capital Markets LLC Deutsche Bank Securities Inc. EXHIBIT B D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Fxxxx Di Paolo and Cxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Hyde Park Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2011 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, HYDE PARK ACQUISITION CORP. II By: Lxxxxxxx X. Xxxx, Chairman of the Board By: Cxxxx Xxxxxxxx, Secretary cc: Deutsche Bank Securities Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxx Di Paolo and Cxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(c) of the Investment Management Trust Agreement between Hyde Park Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2011 (“Trust Agreement”), pursuant to the instructions attached hereto as Schedule A, you are instructed to distribute funds held in the Trust Account to those parties listed on Schedule A, in consideration of the Company’s purchases of shares of Common Stock at a price of $___ per share, including commissions (the “Purchase Price”). The Purchase Price is equal to or below the Maximum Price (as defined in the Trust Agreement). Additionally, the shares of Common Stock, together with any shares previously purchased by the Company pursuant to paragraph 2(c) of the Trust Agreement, do not exceed the Maximum Amount (as defined in the Trust Agreement). Very truly yours, HYDE PARK ACQUISITION CORP. II By: Lxxxxxxx X. Xxxx, Chairman of the Board By: Cxxxx Xxxxxxxx, Secretary cc: Deutsche Bank Securities Inc.

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Hyde Park Acquisition Corp. II), Investment Management Trust Agreement (Hyde Park Acquisition Corp. II)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Black Ridge Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _______, 2017 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on [______________] and to transfer the total proceeds to the Trust Checking Account at [_______]_to await distribution to the Public Stockholders. The Company has selected [____________, 20__] as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, BLACK RIDGE ACQUISITION CORP. By: Xxx XxXxxxxxxx, Chief Executive Officer By: Xxxxx Xxx, Chief Financial Officer cc: EarlyBirdCapital, Inc. EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxx Xxxx and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to Section 2(a) of the Investment Management Trust Agreement between Black Ridge Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 2017 (“Trust Agreement”), the Company hereby requests that you deliver to the Company [$_______] of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax obligations as a result of such interest income. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] BLACK RIDGE ACQUISITION CORP. By: Xxx XxXxxxxxxx, Chief Executive Officer By: Xxxxx Xxx, Chief Financial Officer cc: EarlyBirdCapital, Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxx Xxxx and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to Section 2(b) of the Investment Management Trust Agreement between Black Ridge Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2017 (“Trust Agreement”), the Company hereby requests that you deliver to the Company [$_______] of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its liquidation and dissolution expenses. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, BLACK RIDGE ACQUISITION CORP. By: Xxx XxXxxxxxxx, Chief Executive Officer By: Xxxxx Xxx, Chief Financial Officer cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxx Xxxx and Xxxxxxx Xxxxxx Re: Trust Account No. - Termination Letter Gentlemen: Reference is made to the Investment Management Trust Agreement between Black Ridge Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company, dated as of __________, 2017 (“Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. Pursuant to Section 1(j) of the Trust Agreement, this is to advise you that the Company has entered into sought an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]Amendment. The Company shall notify you at least 48 hours Accordingly, in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on _____[ ] and to transfer $_____ and to transfer of the proceeds of the Trust to the above-referenced checking account at XX Xxxxxx Chase Bank [ ] for distribution to the effect that, on the Consummation Date, all stockholders that have requested conversion of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders their shares in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the such Amendment. The remaining funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested by you as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticepreviously instructed. Very truly yours, CHINA REOURCES DEVELOPMENT INCBLACK RIDGE ACQUISITION CORP. By: Xxx XxXxxxxxxx, Chief Executive Officer By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary Chief Financial Officer cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx XxxxEarlyBirdCapital, Xxx Xxxx 00000 Attn:Inc.

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Black Ridge Oil & Gas, Inc.), Investment Management Trust Agreement (Black Ridge Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Alberton Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________[*], 2011 2018 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with [__________________ _] (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on [__________ _] and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank [ ] to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated consummated, and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of [__________________], which verifies the vote of the Company’s stockholders shareholders in connection with the Business Combination if a vote is held and (b) joint written instructions from the Company and Chardan Capital Markets LLC with respect to the transfer of the funds held in the Trust Account, which must provide for the disbursement of no less than $10.00 per share plus the amount per share deposited in the Trust Account per Extension Letter to redeeming Public Shareholders (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's ’s letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Alberton Acquisition Corporation By: Xxxxx Xxx___, Chairman of the Board Chief Executive Officer By: Xxxxxxx Xx___, Secretary ccChief Financial Officer Acknowledged and Agreed: Lazard Chardan Capital Markets LLC By: Name: Title: EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Attn:: Xxxxxxx X. Xxxx, Xx. Attn: Legal Department Re: Trust Account No. [______________] - Termination Letter Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Alberton Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [*], 2018 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on [______________] and to transfer the total proceeds to the Trust Checking Account at [ ] to await distribution to the Public Shareholders. The Company has selected [____________, 20__] as the record date for the purpose of determining the Public Shareholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, Alberton Acquisition Corporation By: ___, Chief Executive Officer By: ___, Chief Financial Officer cc: Chardan Capital Markets LLC EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxx X. Xxxx, Xx. and Xxxxxxx Xxxxxxxx Re: Trust Account No. [___________] Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Alberton Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [*], 2018 (“Trust Agreement”), the Company hereby requests that you deliver to the Company [$_______] of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Alberton Acquisition Corporation By: ___, Chief Executive Officer By: ___, Chief Financial Officer cc: Chardan Capital Markets LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxx X. Xxxx, Xx. and Xxxxxxx Xxxxxxxx Re: Trust Account No. [______________] Extension Letter Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Alberton Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company, dated as of [*], 2018 (“Trust Agreement”), this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional three (3) months, from _______ to _________ (the “Extension”). This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit [$1,000,000] [(or $1,150,000 if the underwriters’ over-allotment option was exercised in full)], which will be wired to you, into the Trust Account investments upon receipt. This is the ____ of up to two Extension Letters. Very truly yours, Alberton Acquisition Corporation By: ___, Chief Executive Officer By: ___, Chief Financial Officer cc: Chardan Capital Markets LLC EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxx X. Xxxx, Xx. and Xxxxxxx Xxxxxxxx Attn: Legal Department Re: Trust Account No. [______________] - Irrevocable Instruction in Connection with Business Combination Gentlemen: Pursuant to paragraphs 1(m) and 3(h) of the Investment Management Trust Agreement between Alberton Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [*], 2018 (“Trust Agreement”), this constitutes our irrevocable instruction to you to (i) in conjunction with the Business Combination (as defined in the Trust Agreement), disburse a per share amount of $______, which is not less than $10.00 (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) per share to ________________ (the “Shareholder”) for the _____________________ ordinary shares of the Company delivered to you prior to or concurrently herewith for redemption in connection with the Business Combination, and (ii) deliver to the Shareholder the amounts specified in clause (i) prior to delivering and amounts to the Depository Trust Company, the Company, or any person from whom you have not received an irrevocable instruction substantially similar to this one. A share certificate, share advice or DWAC instruction from our broker is also attached. The Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred by or asserted against you or any of them arising out of or in connection with the instructions set forth herein, the performance of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters in respect of which it is determined that you have acted with gross negligence or willful misconduct . You shall have no liability to the Company in respect to any action taken or any failure to act in respect of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard on the advice of counsel. The Board of Directors of the Company has approved the foregoing irrevocable instructions and does hereby extend the Company’s irrevocable agreement to indemnify your firm for all loss, liability or expense in carrying out the authority and direction herein contained on the terms herein set forth. The Shareholder is intended to be and is a third party beneficiary of this letter and the irrevocable instructions set forth herein. By signing below, the person executing this letter certifies that they are duly authorized to execute this letter on behalf of the Company and to bind the Company to all of the terms and conditions contained herein. Alberton Acquisition Corporation By: ___, Chief Executive Officer By: ___, Chief Financial Officer Acknowledged and Agreed: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee Name: Title: Cc: [SHAREHOLDER] EXHIBIT F [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxx X. Xxxx, Xx. and Xxxxxxx Xxxxxxxx Attn: Legal Department

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Alberton Acquisition Corp), Investment Management Trust Agreement (Alberton Acquisition Corp)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Goldenbridge Acquisition Limited (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________[*], 2011 2021 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with [__________________ _] (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on [__________ _] and to transfer the proceeds to the above-referenced account at XX Xxxxxx JPMorgan Chase Bank Bank, N.A. to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated consummated, and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of [__________________], which verifies the vote of the Company’s stockholders shareholders in connection with the Business Combination if a vote is held and (b) joint written instructions from the Company and Maxim Group LLC with respect to the transfer of the funds held in the Trust Account, which must provide for the disbursement of no less than $10.00 per share plus the amount per share deposited in the Trust Account per Extension Letter to redeeming Public Shareholders (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's ’s letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INC. GOLDENBRIDGE ACQUISITION LIMITED By: Xxxxx Xxx, Chairman of the Board Name: Title: By: Xxxxxxx Xx, Name: Title: Secretary/Assistant Secretary ccAcknowledged and Agreed: Lazard Capital Markets Maxim Group LLC By: Name: Title: EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Attn:: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx

Appears in 1 contract

Samples: Investment Management Trust Agreement (Goldenbridge Acquisition LTD)

Termination Letter. Gentlemen: Pursuant to paragraph 1(iSection 1(j) of the Investment Management Trust Agreement between China Resources Development Xxxxx Acquisition Company I, Inc. ("Company") and Continental Stock Transfer & Trust Company ("Trustee"), dated as of _________, 2011 2007 ("Trust Agreement"), this is to advise you that the Company has entered into an agreement (“been unable to effect a Business Agreement”) Combination with __________________ (“a Target Business”) Company prior to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Deadline Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you you, to liquidate commence liquidation of the Trust Account investments on __________ and as promptly as practicable to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, stockholders of record on the Consummation Business Combination Deadline Date, . You will notify the Company in writing as to when all of the funds held in the Trust Account will be immediately available for immediate transfer to the account or accounts that the Company shall direct on the Consummation ("Transfer Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i") counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction LetterTrust Agreement and the Certificate of Incorporation. In You shall commence distribution of such funds in accordance with the event that certain deposits held in terms of the Trust Account may not be liquidated by Agreement and the Consummation Date without penalty, Certificate of Incorporation and you will notify shall oversee the Company distribution of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Companyfunds. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Xxxxx Acquisition Company I, Inc. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Citigroup Global Markets LLC Inc. EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Xxxxx Acquisition Company I, Inc. ("Company") and Continental Stock Transfer & Trust Company ("Trustee"), dated as of , 2007 ("Trust Agreement"), this is to advise you that the Company hereby requests that you deliver to the Company $ of the income earned on the Property as of the date hereof. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company's operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Xxxxx Acquisition Company I, Inc. By: Name: Title: cc: Citigroup Global Markets Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Xxxxx Acquisition Company I, Inc. ("Company") and Continental Stock Transfer & Trust Company ("Trustee"), dated as of , 2007 ("Trust Agreement"), this is to advise you that the Company hereby requests that you deliver to the Company $ of the interest, net of the taxes payable on such interest, earned on the Property as of the date hereof, which does not exceed, in the aggregate with all such prior disbursements pursuant to Section 1(l), if any, the maximum amount set forth in Section 1(k). The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company's operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Xxxxx Acquisition Company I, Inc. By: Name: Title: cc: Citigroup Global Markets Inc. EXHIBIT E AUTHORIZED INDIVIDUAL(S) FOR TELEPHONE CALL BACK AUTHORIZED TELEPHONE NUMBER(S) Company: Xxxxx Acquisition Company I, Inc. 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxx (000) 000-0000 Trustee: Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx X. Di Paolo, CFO (000) 000-0000

Appears in 1 contract

Samples: Investment Management Trust Agreement (Hicks Acquisition CO I Inc.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. VantagePoint Acquisition Company (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [____________] (the “Trustee”), dated as of [●], 2011 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement (the “Business Agreement”) with __________________ [●] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate commence liquidation of the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date Date: (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you [(a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders shareholders in connection with the Business Combination if a vote is held and (b) b)]1 joint written instructions with respect to the transfer of the funds held in the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter written notice from counsel and the Instruction LetterLetter (a) to the public stockholders who exercised their redemption rights in connection with the Business Combination in an amount equal to their pro rata share of the amounts in the Trust Account as of two business days prior to the Consummation Date (including any income actually received on the Trust Account balance and held in the Trust Account, but less an amount equal to estimated taxes that are or will be due on such income at an assumed rate of 40% relating to the shares for which shareholders have exercised redemption rights in connection with the vote of shareholders for the Business Combination, provided that such stockholders have tendered the applicable shares of the Company’s common stock to the Trustee; and (b) the remainder in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same same, and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the CompanyCompany or be distributed immediately and the penalty incurred. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof terminated and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INC. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:closed.

Appears in 1 contract

Samples: Investment Management Trust Agreement (China VantagePoint Acquisition Co)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. WX Xxxx Holding Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________[●], 2011 2014 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into the above-referenced trust checking account at XX JX Xxxxxx Chase Bank Cxxxx Bank, N.A. to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at JX Xxxxxx Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination stockholders, if a vote is held and (b) joint written instructions instruction signed by the Company and [●] with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticenotice as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. WX Xxxx Holding Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC [●] EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Sxxxxx X. Xxxxxx or Fxxxx Di Paolo

Appears in 1 contract

Samples: Investment Management Trust Agreement (WL Ross Holding Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Silver Run Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2011 2016 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into the above-referenced trust checking account at XX Xxxxxx Chase Bank Bank, N.A. to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at XX Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination stockholders, if a vote is held and (b) joint written instructions instruction signed by the Company, Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticenotice as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Silver Run Acquisition Corporation By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Deutsche Bank Securities Inc. cc: Citigroup Global Markets LLC Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx X. Xxxxxx or Xxxxx Di Paolo

Appears in 1 contract

Samples: Investment Management Trust Agreement (Silver Run Acquisition Corp)

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Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Xxxxxxxx Capital Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 2014 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into the above-referenced trust checking account at XX Xxxxxx Chase Bank Xxxxx Bank, N.A. to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at XX Xxxxxx Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination stockholders, if a vote is held and (b) joint written instructions instruction signed by the Company and [●] with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticenotice as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Xxxxxxxx Capital Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC [●] EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx X. Xxxxxx or Xxxxx Di Paolo

Appears in 1 contract

Samples: Investment Management Trust Agreement (Hennessy Capital Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Yunhong International (the “Company”) and Continental American Stock Transfer & Trust Company Company, LLC (the “Trustee”), dated as of _________, 2011 20 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [insert name] (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into a segregated account held by you on behalf of the above-referenced account at XX Xxxxxx Chase Bank Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at Mxxxxx Stanley, N.A., awaiting distribution, neither the Company nor the Representatives will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination shareholders, if a vote is held and (b) a written instructions instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticesuch written instruction as soon thereafter as possible. [signature page follows] Very truly yours, CHINA REOURCES DEVELOPMENT INC. Yunhong International By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnTitle:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Yunhong International)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Quinpario Acquisition Corp. 2 (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 2014 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank __________ to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) joint written instructions from it and _____ with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT QUINPARIO ACQUISITION CORP. 2 By: By: AGREED TO AND ACKNOWLEDGED BY DEUTSCHE BANK SECURITIES INC. By: Xxxxx Xxx, Chairman of the Board CANTOR XXXXXXXXXX & CO. By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx Xxxxxx and Xxxxx XxXxxxx

Appears in 1 contract

Samples: Investment Management Trust Agreement (Quinpario Acquisition Corp. 2)

Termination Letter. Ladies and Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Mobiv Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[ * ] , 2011 2022 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date[ * ], 2022. The Company shall notify you at least 48 seventy-two (72) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [ * ], 2022, and to transfer the proceeds to a segregated account held by you on behalf of the above-referenced account at XX Xxxxxx Chase Bank Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation DateDate (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] certificate of __________________the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination shareholders, if a vote is held and (b) a joint written instructions instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticenotice as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Mobiv Acquisition Corp By: Name: Xxxxx Xxx, Chairman of the Board ByBilitsch Title: Xxxxxxx Xx, Secretary Chief Executive Officer cc: Lazard Capital Markets LLC XX Xxxxxx EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Re: Trust Account—Termination Letter Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Mobiv Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ * ], 2022 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in Section 1(i) of the Trust Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on [ * ], 2022 and to transfer the total proceeds into the trust checking account at a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected 9 months (or up to a total of 18 months from the closing of this offering at the election of the Company in nine separate one month extensions subject to satisfaction of certain conditions) as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement. Very truly yours, Mobiv Acquisition Corp By: Name: Xxxxx Bilitsch Title: Chief Executive Officer cc: XX Xxxxxx EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Re: Trust Account No. Withdrawal Instruction Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Mobiv Acquisition Corp (the “Company”) and Continental Stock Transfer &Trust Company (the “Trustee”), dated as of [ * ], 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $[ * ] of the interest income earned on the Property, as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Mobiv Acquisition Corp By: Name: Xxxxx Bilitsch Title: Chief Executive Officer cc: XX Xxxxxx EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Mobiv Acquisition Corp)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Acamar Partners Acquisition Corp. (the “Company”) and Continental American Stock Transfer & Trust Company Company, LLC (the “Trustee”), dated as of _________, 2011 2019 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [insert name] (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into a segregated account held by you on behalf of the above-referenced account at XX Xxxxxx Chase Bank Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at X.X. Xxxxxx Xxxxx Bank, N.A., awaiting distribution, neither the Company nor the Representatives will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination stockholders, if a vote is held and (b) a written instructions instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticesuch written instruction as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Acamar Partners Acquisition Corp. By: Xxxxx Xxx, Chairman Name: Title: cc: Xxxxxxx Sachs & Co. LLC Deutsche Bank Securities Inc. [Signature Page to Exhibit A of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC Investment Management Trust Agreement] EXHIBIT B [Letterhead of Company] [Insert date] Continental American Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx XxxxCompany, Xxx Xxxx LLC 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attn:: AST Shareholder Services

Appears in 1 contract

Samples: Investment Management Trust Agreement (Acamar Partners Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Bison Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________[●], 2011 2017 (the “Trust Agreement”), this is to advise you that the Company has entered into an a definitive agreement (“Business Agreement”) with __________________ (a “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx JPMorgan Chase Bank Bank, N.A. to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account Trust Account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders shareholders in connection with the Business Combination if a vote is held and (b) joint written instructions from it and EarlyBirdCapital, Inc. with respect to the transfer of the funds held in the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT BISON CAPITAL ACQUISITION CORP. By: Name: Title: And AGREED TO AND ACKNOWLEDGED BY EARLYBIRDCAPITAL, INC. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary ccTitle: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx, Xxxx Xxxx and Xxxxxxx Xxxxxx Re: Trust Account No. [insert no.] – Termination Letter Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Bison Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [●], 2017 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Account at JPMorgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected ____________, 20__ as the record date for the purpose of determining the Public Shareholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, BISON CAPITAL ACQUISITION CORP. By: Name: Title: EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: [Xxxxxx Xxxxxx, Xxxx Xxxx and Xxxxxxx Xxxxxx] Re: Trust Account No. [insert no.] Gentlemen: Pursuant to Section 2(a) of the Investment Management Trust Agreement between Bison Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, dated as of [●], 2017 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property (as defined in the Trust Agreement) as of the date hereof. The Company needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] BISON CAPITAL ACQUISITION CORP. By: Name: Title:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Bison Capital Acquisition Corp)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. VectoIQ Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________May 15, 2011 2018 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into a segregated account held by you on behalf of the above-referenced account at XX Xxxxxx Chase Bank Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at JPMorgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination stockholders, if a vote is held and (b) a written instructions instruction signed by the Company with respect to the transfer of the funds held in the Trust Account, including payment of the M&A Fee from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticesuch written instruction as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. VectoIQ Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets Xxxxx and Company, LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Onx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:Xttn: Xxxxxx Xxxxxx and Xxxxxxx X. Xxxx, Xx

Appears in 1 contract

Samples: Investment Management Trust Agreement (VectoIQ Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Yunhong International (the “Company”) and Continental American Stock Transfer & Trust Company Company, LLC (the “Trustee”), dated as of _________February 12, 2011 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [insert name] (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into a segregated account held by you on behalf of the above-referenced account at XX Xxxxxx Chase Bank Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at Xxxxxx Stanley, N.A., awaiting distribution, neither the Company nor the Representatives will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination shareholders, if a vote is held and (b) a written instructions instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticesuch written instruction as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Yunhong International By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnTitle:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Yunhong International)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Global Partner Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2011 2015 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into the above-referenced trust checking account at XX Xxxxxx Chase Bank Bank, N.A. to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that Deutsche Bank Securities Inc. (on behalf of the Underwriters) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at XX Xxxxxx Xxxxx Bank, N.A. awaiting distribution, none of the Underwriters or the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] certificate of __________________the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination stockholders, if a vote is held and (b) joint written instructions instruction signed by the Company and Deutsche Bank Securities Inc. with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticenotice as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Global Partner Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC Deutsche Bank Securities Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx X. Xxxxxx or Xxxxx Di Paolo

Appears in 1 contract

Samples: Investment Management Trust Agreement (Global Partner Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between New Asia Partners China Resources Development Inc. Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ______________, 2011 2008 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) been unable to consummate effect a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”)with a Target Company within the time frame specified in the Company’s Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. In accordance with the terms of the Trust Agreement, we hereby authorize you you, to liquidate commence liquidation of the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the as promptly as practicable. The Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) appointed [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect ] to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penaltyserve as its Designated Paying Agent; accordingly, you will notify the Company and the “Designated Paying Agent” in writing as to when all of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after will be available for immediate transfer (the Consummation Date “Transfer Date”). The Designated Paying Agent shall thereafter notify you as to the account or accounts of the Designated Paying Agent that the funds in the Trust Account should be transferred to on the Transfer Date so that the Designated Paying Agent may commence distribution of such funds in accordance with the Company’s instructions. You shall have no obligation to oversee the Designated Paying Agent’s distribution of the funds. Upon the distribution payment to the Designated Paying Agent of all the funds in the Trust Account pursuant to the terms hereofAccount, the Trust Agreement shall be terminated. In terminate in accordance with the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticeterms thereof. Very truly yours, NEW ASIA PARTNERS CHINA REOURCES DEVELOPMENT INC. CORPORATION By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets Maxim Group LLC EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxxx Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between New Asia Partners China Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ______________, 2008 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $____________ of the income earned on the Property as of the date hereof, which does not exceed, in the aggregate with all such prior disbursements pursuant to paragraph 2(a), if any, the maximum amount set forth in paragraph 2(a). The Company needs such funds to pay its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, NEW ASIA PARTNERS CHINA CORPORATION By: Name: Title:

Appears in 1 contract

Samples: Investment Management Trust Agreement (New Asia Partners China CORP)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Green Power Enterprises, Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2007 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Memorandum and Articles of Association, as described in the Company’s prospectus relating to its IPO. In accordance with the terms of the Trust Agreement, we hereby authorize you, to commence liquidation of the Trust Account as promptly as practicable to stockholders of record on the Last Date (as defined in the Trust Agreement). You will notify the Company in writing as to when all of the funds in the Trust Account will be available for immediate transfer (“Transfer Date”) in accordance with the terms of the Trust Agreement and the Memorandum and Articles of Association of the Company. You shall commence distribution of such funds directly to the Company’s shareholders (other than with respect to the initial shares, as defined in the Company’s Prospectus, dated ________, 2007) in accordance with the terms of the Trust Agreement and the Memorandum and Articles of Association of the Company and you shall oversee the distribution of the funds. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, GREEN POWER ENTERPRISES, INC. By: Xxxxxxxx Xxxxxxx, Chairman of the Board By: Xxxxxx Xxxxxxx xx Xxxxxxx, Secretary cc: Xxxxxx Xxxxxx & Co. Inc. EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Green Power Enterprises, Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2011 2007 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with ___________hereby requests that you deliver to the Company $_______ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) of the income earned on or about [insert date]the Property as of the date hereof. The Company shall notify you at least 48 hours in advance of needs such funds to pay for the actual date of tax obligations as set forth on the consummation of the Business Combination (“Consummation Date”)attached tax return or tax statement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the (via wire transfer) such funds held in the Trust Account immediately promptly upon your receipt of the counsel's this letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof’s operating account at: [WIRE INSTRUCTION INFORMATION] GREEN POWER ENTERPRISES, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INC. By: Xxxxx XxxXxxxxxxx Xxxxxxx, Chairman of the Board By: Xxxxxx Xxxxxxx Xxxx Xxxxxxx, Secretary cc: Lazard Capital Markets LLC Xxxxxx Xxxxxx & Co. Inc. EXHIBIT B D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Green Power Enterprises, Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2007 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the income earned on the Property as of the date hereof, which does not exceed, in the aggregate with all such prior disbursements pursuant to paragraph 2(b), if any, the maximum amount set forth in paragraph 2(b). The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, GREEN POWER ENTERPRISES, INC. By: Xxxxxxxx Xxxxxxx, Chairman of the Board By: Xxxxxx Xxxxxxx xx Xxxxxxx, Secretary cc: Xxxxxx Xxxxxx & Co. Inc. EXHIBIT E AUTHORIZED INDIVIDUAL(S) AUTHORIZED FOR TELEPHONE CALL BACK TELEPHONE NUMBER(S) Company: Green Power Enterprises, Inc. Xx Xxxx. Xxxxx Xxxx 1485-19 Andar Brasilinvest Xxxxx XXX 00000-000 Xxx Xxxxx, Xxxxxx Attn: Xxxxxxxx Xxxxxxx, Chairman (00) 0000000000 Trustee: Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxx, Chairman (000) 000-0000

Appears in 1 contract

Samples: Investment Management Trust Agreement (Green Power Enterprises, Inc.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. LifeSci Acquisition II Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 2020 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) been unable to consummate effect a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”)with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of ______________] and to transfer the total proceeds to the Trust Checking Account at [•] to await distribution to the Public Shareholders. The Company has selected [____________, which verifies 20__] as the vote effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the Company’s stockholders in connection with liquidation proceeds. It is acknowledged that no interest will be earned by the Business Combination if a vote is held and (b) written instructions with respect to Company on the transfer of the funds held liquidation proceeds while on deposit in the Trust Account (“Instruction Letter”)Checking Account. You are hereby directed agree to be the Paying Agent of record and authorized in your separate capacity as Paying Agent, to transfer distribute said funds directly to the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Amended and distributed after the Consummation Date to Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INCLIFESCI ACQUISITION II CORP. By: Xxxxx XxxAxxxxx XxXxxxxx, Chairman of the Board Chief Executive Officer By: Xxxxxxx Xx[•], Secretary cc: Lazard LifeSci Capital Markets LLC Ladenburg Txxxxxxx & Co. Inc. EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx X.X. 00000 Attn:: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account No. [___________] Withdrawal Instructions Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between LifeSci Acquisition II Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2020 (“Trust Agreement”), the Company hereby requests that you deliver to the Company [$_______] of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax obligations as a result of such interest income. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] LIFESCI ACQUISITION, CORP. By: Axxxxx XxXxxxxx, Chief Executive Officer By: [•], Secretary cc: LifeSci Capital LLC Ladenburg Txxxxxxx & Co. Inc.

Appears in 1 contract

Samples: Investment Management Trust Agreement (Lifesci Acquisition II Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Electrum Special Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________June 10, 2011 2015 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank __________ to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders shareholders in connection with the Business Combination if a vote is held and (b) joint written instructions from it and _____ with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's ’s letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INCELECTRUM SPECIAL ACQUISITION CORPORATION By: AGREED TO AND ACKNOWLEDGED BY: CANTOR FXXXXXXXXX & CO. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Sxxxxx Xxxxxx and Fxxxx XxXxxxx

Appears in 1 contract

Samples: Investment Management Trust Agreement (Electrum Special Acquisition Corp)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Avista Healthcare Public Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[·], 2011 2016 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into the above-referenced trust checking account at XX X.X. Xxxxxx Chase Bank Bank, N.A. to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company and Credit Suisse Securities (USA) LLC (“Credit Suisse”) (with respect to the Deferred Discount) shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, neither the Company nor Credit Suisse will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination shareholders, if a vote is held and (b) joint written instructions instruction signed by the Company and Credit Suisse with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticenotice as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Avista Healthcare Public Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets Credit Suisse Securities (USA) LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx X. Xxxxxx and Xxxxx Di Paolo Re: Trust Account No. [ ] Termination Letter Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Avista Healthcare Public Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2016 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on [·], 2018 and to transfer the total proceeds into the trust checking account at X.X. Xxxxxx Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected [·], 2018, as the record date for the purpose of determining the Public Shareholders entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement. Very truly yours, Avista Healthcare Public Acquisition Corp. By: Name: Title: cc: Credit Suisse Securities (USA) LLC EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxx X. Xxxxxx Re: Trust Account No. Tax Payment Withdrawal Instruction Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Avista Healthcare Public Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2016 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Avista Healthcare Public Acquisition Corp. By: Name: Title: cc: Credit Suisse Securities (USA) LLC

Appears in 1 contract

Samples: Investment Management Trust Agreement (Avista Healthcare Public Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development RLJ Acquisition, Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into the above-referenced trust checking account at XX X. X. Xxxxxx Chase Xxxxx Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at X. X. Xxxxxx Chase Bank awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies written instruction signed by the vote of the Company’s stockholders in connection with the Business Combination if a vote is held Company and (b) written instructions Lazard Capital Markets LLC with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticenotice as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. RLJ Acquisition, Inc. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Re: Trust Account No. Termination Letter Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between RLJ Acquisition, Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of , 2011 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Company (“Business Combination”) within the time frame specified in the Company’s articles of incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, [to the extent that there is any interest accrued on the Property held in the Trust Account as of the date hereof that is not required to pay franchise and income taxes, the Company hereby request the release of [$ ] of such accrued interest to pay the costs and expenses associated with implementing its plan of dissolution. In accordance with the terms of the Trust Agreement, you are hereby directed to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION]. [In addition, following such distribution,]1 we hereby authorize you to liquidate all of the assets in the Trust Account on 20___and to transfer the total proceeds into the trust checking account at [Ÿ] to await distribution to the remaining Public Stockholders. The Company has selected the date that is [21/27] months from the closing of the Offering as the record date for the purpose of determining the remaining Public Stockholders entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s remaining stockholders in accordance with the terms of the Trust Agreement and the articles of incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(k) of the Trust Agreement. Very truly yours, RLJ Acquisition, Inc. By: Name: Title: 1 Include if the Company does not have sufficient funds to cover the costs and expenses associated with implementing its plan of dissolution and specify the amount requested (not to exceed $100,000). cc: Lazard Capital Markets LLC EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxxxx, Accounting Department Re: Trust Account No. Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between RLJ Acquisition, Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of , 2011 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, RLJ Acquisition, Inc. By: Name: Title: cc: Lazard Capital Markets LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxxxx, Accounting Department Xxxx Xxxxxxx, Paying Agent Services Re: Trust Account No. Gentlemen: Pursuant to Section 1(k) of the Investment Management Trust Agreement between RLJ Acquisition, Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of , 2011 (“Trust Agreement”), this is to advise you that the Company will be receiving a refund in the amount of $ representing a portion of the taxes it paid to satisfy its income tax obligation. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit the proceeds of such tax refund into the Trust Account, and to transfer the total proceeds to the trust checking account at X. X. Xxxxxx Xxxxx Bank for immediate distribution, less amounts for accrued expenses of the Company as set forth below, to the Company’s remaining Public Stockholders of record as of the date on which the Company redeemed the shares of common stock sold in the Offering; provided, that $ shall instead be disbursed to the Company to cover accrued expenses. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the remaining Public Stockholders in accordance with the terms of the Trust Agreement and the articles of incorporation of the Company. Upon the distribution of all the funds, net of any payments for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated: [WIRE INSTRUCTION INFORMATION] Very truly yours, RLJ Acquisition, Inc. By: Name: Title: cc: Lazard Capital Markets LLC EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxxxx, Accounting Department Re: Trust Account No. Gentlemen: Pursuant to Section 1(l) of the Investment Management Trust Agreement between RLJ Acquisition, Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of , 2011 (“Trust Agreement”), this is to advise you that the Company hereby requests that you deliver to the Company $ of the interest, net of franchise and income taxes payable, earned on the Property as of the date hereof, which does not exceed, in the aggregate with all such prior disbursements pursuant to Section 1(l), if any, the maximum amount set forth in Section 1(l). The Company needs such funds to cover working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION]. Very truly yours, RLJ Acquisition, Inc. By: Name: Title: cc: Lazard Capital Markets LLC EXHIBIT F [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxx XxXxxx, Account Administration Xxxxxxx Xxxxxx, Accounting Department Re: Trust Account No. Gentlemen: Pursuant to Section 1(m) of the Investment Management Trust Agreement between RLJ Acquisition, Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of , 2011 (“Trust Agreement”), this is to advise you that the Company hereby requests that you deliver to the Company $ to fund the Permitted Purchases (as defined in the Trust Agreement). In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: Very truly yours, RLJ Acquisition, Inc. By: Name: Title: cc: Lazard Capital Markets LLC EXHIBIT G Incumbency Certificate I, Xxxx X. Xxxxxxx, Secretary of RLJ Acquisition (the "Company"), a corporation duly organized and existing under the Laws of the State of Nevada, hereby certify that the following is a true and correct copy of resolutions duly passed by the Board of Directors of said Company at meetings regularly and duly held, at which quorums were present; that said resolutions are still in force; and that no action has been taken in any way to nullify the effect of same: RESOLVED, that each of the following officers of the Company is authorized to execute and endorse, for and on behalf of the Company, all agreements, instructions, negotiable instruments, guarantees, drafts and other obligations of the Company. I further certify that the following persons holds in this Company the positions and signing authority granted either by the above resolution or by the designation of the President and that the signature appearing alongside their name is a specimen of his/her true signature: TITLE NAME SPECIMEN SIGNATURE Chairman of the Board Xxxxxx X. Xxxxxxx President and CEO X. Xxx Xxxxxxxx Secretary and CFO Xxxx X. Xxxxxxx

Appears in 1 contract

Samples: Investment Management Trust Agreement (RLJ Acquisition, Inc.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Federal Street Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________July 18, 2011 2017 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into the above-referenced trust checking account at XX Xxxxxx Chase Bank Bank, N.A. to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation DateDate (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust checking account at XX Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the President, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination stockholders, if a vote is held and (b) joint written instructions instruction signed by the Company and Citigroup Global Markets Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated with respect to the transfer of the funds held in the Trust Account, including payment of amounts owned to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticenotice as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Federal Street Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnTitle:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Federal Street Acquisition Corp.)

Termination Letter. Ladies and Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. DHC Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________[•], 2011 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 seventy-two (72) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ Account, and to transfer the proceeds to into the above-referenced trust operating account at XX X.X. Xxxxxx Chase Bank Xxxxx Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Representative (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the said trust operating account at X.X. Xxxxxx Chase Bank, N.A. awaiting distribution, neither the Company nor the Representative will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”), and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] certificate of __________________the Co-Chief Executive Officer, Co-Chief Executive Officer and Chief Financial Officer or other authorized officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination shareholders, if a vote is held and (b) joint written instructions instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticesuch notice as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. DHC Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Citigroup Global Markets LLC Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: [ ]

Appears in 1 contract

Samples: Trust Agreement (DHC Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. ASM Acquisition Company Limited (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [_____________] (the “Trustee”), 2011 dated as of [●], 2008 (the “Trust Agreement”), this is to advise you that (i) the Company has entered into an agreement been unable to effect a Business Combination within the time frame specified in the Amended and Restated Articles of Association of the Company, (ii) the Company’s existence expired in accordance with the terms of its Amended and Restated Articles of Association on [●]; and (iii) the Company is proceeding to dissolve and liquidate. Capitalized terms used but not defined herein shall have the meanings given them in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize and request that you commence liquidation of the Trust Account as part of the Company’s plan of dissolution and distribution. In connection with this liquidation, you are hereby authorized to establish a record date for the purposes of determining the stockholders of record entitled to receive their per share portion of the Trust Account. The record date shall be within 10 days of the liquidation date, or as soon thereafter as is practicable. Company has appointed [●] to serve as its designated paying agent (the Business AgreementDesignated Paying Agent) ). You will notify the Company and the Designated Paying Agent in writing as to when all of the funds in the Trust Account will be available for immediate transfer (the “Transfer Date”). The Designated Paying Agent shall thereafter notify you as to the account or accounts of the Designated Paying Agent that the funds in the Trust Account should be transferred to on the Transfer Date so that the Designated Paying Agent may commence distribution of such funds in accordance with the Company’s instructions. You shall have no obligation to oversee the Designated Paying Agent’s distribution of the funds. Upon the payment to the Designated Paying Agent of all the funds in the Trust Account, the Trust Agreement shall be terminated and the Trust Account closed. Very truly yours, ASM ACQUISITION COMPANY LIMITED By: _________________________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of Name: Title: Affirmed: By: _________________________________ Name: Title: cc: UBS Securities LLC Exhibit C [LETTERHEAD OF COMPANY] [date] [Trustee] [Address] Re: Trust Account No. [●] Tax Disbursement Letter Gentlemen: Pursuant to paragraph 3(a)(i) of the Investment Management Trust Agreement between ASM Acquisition Company Limited (the “Company”) and [______________] (the “Trustee”) dated as of [●] (the “Trust Agreement”), which verifies this is to advise you that the vote Trust Account, as defined in the Trust Agreement, has incurred a total of [●] in taxes (the “Tax Payments”) for the period from [●], 200[●] to [●], 200[●] (the “Tax Period”) as a result of interest and other income earned on the Property, as defined in the Trust Agreement or other tax obligations of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in each case during the Tax Period. In accordance with the terms of the Instruction Letter. In Trust Agreement, we hereby authorize you to distribute from the event that certain deposits held Trust Account proceeds from the Property (as defined in the Trust Account may not Agreement) equal to the aggregate Tax Payments on such dates, in such amounts and to such payees as indicated on the Schedule of Tax Payments attached hereto as Schedule 1. All checks should be liquidated by the Consummation Date without penalty, you will notify delivered to the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticeat [address]. Very truly yours, CHINA REOURCES DEVELOPMENT INC. ASM ACQUISITION COMPANY LIMITED By: Xxxxx Xxx_________________________________ Name: Title: Authorized Counsel Signatory: By: _________________________________ Name: Title: cc: UBS Securities LLC Schedule 1 Schedule of Tax Payments Payment Date: [●] Amount: [●] Payee: [●] Payment Date: [●] Amount: [●] Payee: [●] Payment Date: [●] Amount: [●] Payee: [●] Exhibit D [LETTERHEAD OF COMPANY] [date] [Trustee] [Address] Re: Trust Account No. [●] Disbursement Letter Gentlemen: Pursuant to paragraph 3(a)(ii) of the Investment Management Trust Agreement between ASM Acquisition Company Limited (the “Company”) and [_____________________] dated as of [●] (the “Trust Agreement”), Chairman we hereby authorize you to disburse from the Trust Account proceeds from the Property, as defined in the Trust Agreement, equal to $[●], to [●] via wire transfer on [●], 200[●]. Very truly yours, ASM ACQUISITION COMPANY LIMITED By: _________________________________ Name: Title: Authorized Counsel Signatory: By: _________________________________ Name: Title: cc: UBS Securities LLC Exhibit E [LETTERHEAD OF COMPANY] [date] [Trustee] [Address] Re: Trust Account No. [●] Quarterly Distribution Certificate Gentlemen: Pursuant to paragraph 3(a)(iii) of the Investment Management Trust Agreement between ASM Acquisition Company Limited (the “Company”) and [_________] dated as of [●] (the “Trust Agreement”), you are instructed to distribute to the holders of the Company’s ordinary shares issued in the IPO of record as of , 200_, interest income earned on the Trust Account (as defined in the Trust Agreement) during the quarter ended , 200_, pursuant to the instructions attached hereto as Schedule A. Attached hereto is a copy of the minutes of the meeting of the Board of Directors of the Company approving the record date and distribution, certified by the Secretary of the Company as true and correct and in full force and effect. ASM ACQUISITION COMPANY LIMITED By: Xxxxxxx Xx, Secretary _________________________________ Name: Title: Authorized Counsel Signatory: By: _________________________________ Name: Title: cc: Lazard Capital Markets UBS Securities LLC EXHIBIT B Exhibit F [Letterhead of CompanyLETTERHEAD OF COMPANY] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:[Trustee] [Address]

Appears in 1 contract

Samples: Investment Management Trust Agreement (ASM Acquisition CO LTD)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Polaris Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2011 2008 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. In accordance with the terms of the Trust Agreement, we hereby authorize you, to commence liquidation of the Trust Account as promptly as practicable to stockholders of record as of the Last Date (as defined in the Trust Agreement). You will notify the Company in writing as to when all of the funds in the Trust Account will be available for immediate transfer (“Business AgreementTransfer Date”) in accordance with the terms of the Trust Agreement and the Certificate of Incorporation of the Company. You shall commence distribution of such funds in accordance with the terms of the Trust Agreement and the Certificate of Incorporation of the Company and you shall oversee the distribution of the funds. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, POLARIS ACQUISITION CORP. By:________________________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance Xxxx X. Xxxxx, Chairman of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of Board By:__________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INC. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx______________ Xxxxxx X. Xxxxx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Chairman Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Polaris Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2008 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the income earned on the Property as of the date hereof. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, POLARIS ACQUISITION CORP. By:________________________________ Xxxx X. Xxxxx, Chairman of the Board By:________________________________ Xxxxxx X. Xxxxx, Secretary cc: Lazard Capital Markets LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Chairman Re: Trust Account No. Termination Letter Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Polaris Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2008 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, POLARIS ACQUISITION CORP. By:________________________________ Xxxx X. Xxxxx, Chairman of the Board By:________________________________ Xxxxxx X. Xxxxx, Secretary cc: Lazard Capital Markets LLC EXHIBIT E AUTHORIZED INDIVIDUAL(S) AUTHORIZED FOR TELEPHONE CALL BACK TELEPHONE NUMBER(S) Company: Polaris Acquisition Corp. (000) 000-0000 0000 Xxxxxxxx Xxxxxx, 4th Floor Fort Xxx, New Jersey 07024 Attn: Xxxx X. Xxxxx Trustee: Continental Stock Transfer & Trust Company (000) 000-0000 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000

Appears in 1 contract

Samples: Investment Management Trust Agreement (Polaris Acquisition Corp.)

Termination Letter. Gentlemen: [●] Pursuant to paragraph 1(iSection ‎1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Finnovate Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[●], 2011 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [●] (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ and to transfer the proceeds to into a segregated account held by you on behalf of the above-referenced account at XX Xxxxxx Chase Bank Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [●] awaiting distribution, the Company will not earn any no interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] certificate of __________________the Chief Executive Officer or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination shareholders, if a vote is held and (b) joint written instructions instruction signed by the Company and EarlyBirdCapital, Inc., with respect to the transfer of the funds held in the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section ‎1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticesuch written instruction as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Finnovate Acquisition Corp. By: Xxxxx XxxName: Title: Agreed and acknowledged by: EarlyBirdCapital, Chairman of the Board Inc. By: Xxxxxxx Xx, Secretary ccName: Lazard Capital Markets LLC Title: EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Oxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: [●] Re: Trust Account No. Termination Letter [●]: Pursuant to Section ‎1(i) of the Investment Management Trust Agreement between Finnovate Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [●] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, Finnovate Acquisition Corp. By: Name: Title: cc: EarlyBirdCapital, Inc. EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Oxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: [●] Re: Trust Account No. Tax Payment Instruction [●]: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Finnovate Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $[●] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Finnovate Acquisition Corp. By: Name: Title: cc: EarlyBirdCapital, Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Oxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: [●] Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Mr. [●]@ Pursuant to Section ‎1(k) of the Investment Management Trust Agreement between Finnovate Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[●] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the provisions of the Company’s amended and restated memorandum and articles of association (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its public Ordinary Shares if the Company does not complete its initial Business Combination within the required time period or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter. Very truly yours, Finnovate Acquisition Corp. By: Name: Title: cc: EarlyBirdCapital, Inc.

Appears in 1 contract

Samples: Investment Management Trust Agreement (Finnovate Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Enterprise Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ______________, 2011 2007 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) been unable to consummate effect a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”)with a Target Company within the time frame specified in the Company’s Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. In accordance with the terms of the Trust Agreement, we hereby authorize you you, to liquidate commence liquidation of the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the as promptly as practicable. The Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) appointed [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect ] to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penaltyserve as its Designated Paying Agent; accordingly, you will notify the Company and the “Designated Paying Agent” in writing as to when all of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after will be available for immediate transfer (the Consummation Date “Transfer Date”). The Designated Paying Agent shall thereafter notify you as to the account or accounts of the Designated Paying Agent that the funds in the Trust Account should be transferred to on the Transfer Date so that the Designated Paying Agent may commence distribution of such funds in accordance with the Company’s instructions. You shall have no obligation to oversee the Designated Paying Agent’s distribution of the funds. Upon the distribution payment to the Designated Paying Agent of all the funds in the Trust Account pursuant to the terms hereofAccount, the Trust Agreement shall be terminated. In terminate in accordance with the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticeterms thereof. Very truly yours, CHINA REOURCES DEVELOPMENT INCENTERPRISE ACQUISITION CORP. By: Xxxxx XxxXxxx X. Xxxx, Chairman of the Board By: Xxxxxxx XxXxxxx Xxxxxxxxx Xxxxxx, Corporate Secretary cc: Lazard Capital Markets LLC Ladenburg Xxxxxxxx & Co. Inc. EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Enterprise Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ____________, 2007 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $____________ of the income earned on the Property as of the date hereof. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, ENTERPRISE ACQUISITION CORP. By: Xxxx X. Xxxx, Chairman of the Board By: Xxxxx Xxxxxxxxx Xxxxxx, Corporate Secretary cc: Ladenburg Xxxxxxxx & Co. Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Enterprise Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ______________, 2007 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $____________ of the income earned on the Property as of the date hereof, which does not exceed, in the aggregate with all such prior disbursements pursuant to paragraph 2(b), if any, the maximum amount set forth in paragraph 2(b). The Company needs such funds to pay its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, ENTERPRISE ACQUISITION CORP. By: Xxxx X. Xxxx, Chairman of the Board By: Xxxxx Xxxxxxxxx Xxxxxx, Corporate Secretary cc: Ladenburg Xxxxxxxx & Co. Inc. EXHIBIT E AUTHORIZED INDIVIDUAL(S) FOR TELEPHONE CALL BACK AUTHORIZED TELEPHONE NUMBER(S) Company: Enterprise Acquisition Corp. 0000 Xxxxxx Xxxxx Xxxxxxx Xxxx Xxxxx, Xxxxxxx 00000 Attn: Xxxxxx X. Xxxxxx, Chief Executive Officer (000) 000-0000 Trustee: Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxx Di Paolo, CFO (000) 000-0000

Appears in 1 contract

Samples: Investment Management Trust Agreement (Enterprise Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. MedWorth Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________June 26, 2011 2013 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank UBS Financial Services Inc. to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account Trust Account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated consummated, or will, concurrently with your transfer of funds to the accounts as directed by the Company be consummated, and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer, which verifies that the Business Combination has been approved by the vote of the Company’s stockholders in connection with the Business Combination stockholders, if a vote is held and (b) joint written instructions from it and EarlyBirdCapital, Inc. with respect to the transfer of the funds held in the Trust Account, including payment of the Investment Banking Fee from the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the CompanyCompany or be distributed immediately and the penalty incurred. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INCMEDWORTH ACQUISITION CORP. By: Xxxxx Xxx, Chairman of the Board :________________________________ By: Xxxxxxx Xx, Secretary :________________________________ cc: Lazard Capital Markets LLC EarlyBirdCapital, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Sxxxxx Xxxxxx and Fxxxx XxXxxxx

Appears in 1 contract

Samples: Investment Management Trust Agreement (MedWorth Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Pacific Special Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________October 14, 2011 2015 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders shareholders in connection with the Business Combination if a vote is held and (b) joint written instructions from it and EarlyBirdCapital, Inc. with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT PACIFIC SPECIAL ACQUISITION CORP. By: Xxxxxxxx Xxxx, Chief Executive Officer and Chief Financial Officer And AGREED TO AND ACKNOWLEDGED BY EARLYBIRDCAPITAL, INC. By: EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer &Trust Company 00 Xxxxxxx Xxxxx XxxXxx Xxxx, Chairman Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx and Xxxx Xxxx Re: Trust Account No. [insert no.] - Termination Letter Gentlemen: Pursuant to paragraph 1(i) of the Board Investment Management Trust Agreement between Pacific Special Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of October 14, 2015 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated memorandum and Articles of Association. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank, NA to await distribution to the Public Shareholders. The Company has selected ____________, 20__ as the record date for the purpose of determining the Public Shareholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, PACIFIC SPECIAL ACQUISITION CORP. By: Xxxxxxx XxXxxxxxxx Xxxx, Secretary Chief Executive Officer and Chief Financial Officer cc: Lazard Capital Markets LLC EarlyBirdCapital, Inc. EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer &Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx and Xxxx Xxxx Re: Trust Account No. [insert no.] Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Pacific Special Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of October 14, 2015 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] PACIFIC SPECIAL ACQUISITION CORP. By: Xxxxxxxx Xxxx, Chief Executive Officer and Chief Financial Officer cc: EarlyBirdCapital, Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer &Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx and Xxxx Xxxx Re: Trust Account No. [insert no.] Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Pacific Special Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of October 14, 2015 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, PACIFIC SPECIAL ACQUISITION CORP. By: Xxxxxxxx Xxxx, Chief Executive Officer and Chief Financial Officer cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx Xxxxxx and Xxxx Xxxx Re: Trust Account No. [insert no.] Gentlemen: Pursuant to paragraph 2(c) of the Amended and Restated Investment Management Trust Agreement between Pacific Special Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of April 20, 2017 (the “Trust Agreement”), this is to advise you that in connection with the Extension Amendment and the Trust Amendment and in accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate $_____ of the Trust Account on ________, 2017 and to transfer $_____ of the proceeds of the Trust Account to the Company’s checking account at __________ for distribution to the shareholders that have requested redemption of their shares in connection with the Extension Amendment and the Trust Amendment. It is acknowledged and agreed that while such funds are on deposit in the Company’s checking account awaiting distribution, the Company will not earn any interest or dividends on such funds. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. On or before the date for liquidation referenced above, the Company shall deliver to you (a) an affidavit which verifies the vote of the Company’s shareholders in connection with the Extension Amendment and the Trust Amendment, (b) written notification that the Extension Amendment and the Trust Amendment are effective, and (c) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You agree to be the paying agent of record and in your separate capacity as paying agent to distribute said funds on the date for liquidation referenced above directly to the Company’s shareholders (other than with respect to the private shares) in accordance with the Instruction Letter, the terms of the Trust Agreement, the Amended and Restated Memorandum and Articles of Association of the Company and the fees set forth on Schedule A to the Trust Agreement. In the event certain deposits held in the Trust Account may not be liquidated on such date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account or be distributed immediately and the penalty incurred. Very truly yours, PACIFIC SPECIAL ACQUISITION CORP. By: Xxxxxxxx Xxxx, Chief Executive Officer and Chief Financial Officer cc: EarlyBirdCapital, Inc.

Appears in 1 contract

Samples: Investment Management Trust Agreement (Pacific Special Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement Agreement, dated as of , 2011 (the “Trust Agreement”), by and between China Resources Development Inc. HBC Acquisition Corp., a Delaware corporation (the “Company”) ), and Continental Stock Transfer & Trust Company (“Trustee”)Company, dated as of _________, 2011 (“Trust Agreement”)trustee, this is to advise you that the Company has entered into an agreement with (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]] . The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into the above-referenced trust checking account at XX Xxxxxx Chase Bank Xxxxx, N.A. to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at XX Xxxxxx Chase, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies written instruction signed by the vote of the Company’s stockholders in connection with the Business Combination if a vote is held Company and (b) written instructions Citigroup Global Markets Inc. with respect to the transfer of the funds held in the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticenotice as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. HBC Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Citigroup Global Markets LLC Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx Xxxxxx and Xxxxx Di Paolo

Appears in 1 contract

Samples: Trust Agreement (HBC Acquisition Corp)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Pacific Special Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________[•], 2011 2015 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders shareholders in connection with the Business Combination if a vote is held and (b) joint written instructions from it and EarlyBirdCapital, Inc. with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT PACIFIC SPECIAL ACQUISITION CORP. By: Xxxxxxxx Xxxx, Chief Executive Officer and Chief Financial Officer And AGREED TO AND ACKNOWLEDGED BY EARLYBIRDCAPITAL, INC. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx Xxxxxx and Xxxxx Di Paolo

Appears in 1 contract

Samples: Investment Management Trust Agreement (Pacific Special Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) been unable to consummate effect a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”)with a Target Company within the time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s prospectus relating to its IPO. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the above-referenced account Trust Checking Account at XX Xxxxxx Chase Xxxxx Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer await distribution to the account or accounts that the shareholders. The Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of selected ____________ 20 _______, which verifies _ as the vote record date for the purpose of determining the shareholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent and to distribute said funds directly to the Company’s stockholders in connection with the Business Combination if a vote is held and 's shareholders (b) written instructions other than with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, initial shares) in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Amended and distributed after the Consummation Date to Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INC. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between China Resources Development Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2011 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] CHINA REOURCES DEVELOPMENT INC. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between China Resources Development Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2011 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof, which does not exceed, in the aggregate with all such prior disbursements pursuant to paragraph 2(b), if any, the maximum amount set forth in paragraph 2(b). The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, CHINA REOURCES DEVELOPMENT INC. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(c) of the Investment Management Trust Agreement between China Resources Development Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2011 (“Trust Agreement”), pursuant to the instructions attached hereto as Schedule A, you are instructed to distribute funds held in the Trust Account to those shareholders listed on Schedule A, from whom the Company has made purchases of Ordinary Shares at a price of $___ per Ordinary Share, including commissions (the “Purchase Price”). The Purchase Price is equal to or below the Maximum Price (as defined in the Trust Agreement). Additionally, the Ordinary Shares, together with any Ordinary previously purchased by the Company pursuant to paragraph 2(c) of the Trust Agreement, do not exceed the Maximum Amount (as defined in the Trust Agreement). Very truly yours, CHINA REOURCES DEVELOPMENT INC. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC

Appears in 1 contract

Samples: Investment Management Trust Agreement (China Resources Development Inc.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Harmony Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________March 23, 2011 2015 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank ________ to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) joint written instructions from it and Cantor Xxxxxxxxxx & Co. with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Underwriting Fee from the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INCHARMONY MERGER CORP. By: Xxxxx XxxXxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxxxx XxXxxxx X. Xxxx, Secretary ccChief Operating Officer AGREED TO AND ACKNOWLEDGED BY CANTOR XXXXXXXXXX & CO. By: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx Xxxxxx and Xxxxx XxXxxxx Re: Trust Account No. XXXXXX - Termination Letter Gentlemen: Reference is made to the Investment Management Trust Agreement between Harmony Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company, dated as of March 23, 2015 (“Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. Pursuant to Section 1(j) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account on [ ] and to transfer $_____ of the proceeds of the Trust to the checking account at [ ] for distribution to the stockholders that have requested conversion of their shares in connection with such Amendment. The remaining funds shall be reinvested by you as previously instructed. Very truly yours, HARMONY MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx X. Xxxx, Chief Operating Officer cc: Cantor Xxxxxxxxxx & Co. EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx and Xxxxx XxXxxxx

Appears in 1 contract

Samples: Investment Management Trust Agreement (Harmony Merger Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Legacy Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________November 16, 2011 2017 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to a segregated account held by you on behalf of the above-referenced account at XX Xxxxxx Chase Bank Beneficiaries to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation DateDate (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust checking account at XX Xxxxxx Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination stockholders, if a vote is held and (b) joint written instructions instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticenotice as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Legacy Acquisition Corp. By: Name: Title: Accepted and Agreed: Xxxxx XxxFargo Securities, Chairman of the Board LLC By: Xxxxxxx XxName: Title: Cantor Xxxxxxxxxx & Co. By: Name: Title: Xxxxxx, Secretary ccXxxxxxxx & Company, Incorporated By: Lazard Capital Markets LLC Name: Title: EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 XX 00000-0000 Attn:: Xxxxxx X. Xxxxxx and Xxxxxxx Xxxxxx

Appears in 1 contract

Samples: Investment Management Trust Agreement (Legacy Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Greenwich PMV Acquisition Corp. (“Company”) and Continental American Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 2008 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate commence liquidation of the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated (“Counsel’s Letter”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Counsel’s Letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminatedterminated and the Trust Account closed. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INCGREENWICH PMV ACQUISITION CORP. By: Xxxxx Xxx, Chairman of the Board Name: Title: By: Xxxxxxx Xx, Secretary Name: Title: cc: Lazard Capital Markets LLC Xxxxxxxxx Xxxxxxxx & Co. Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental American Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:00000

Appears in 1 contract

Samples: Investment Management Trust Agreement (Greenwich PMV Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. KBL Healthcare Acquisition Corp. III (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 2007 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate commence liquidation of the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's notification letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will shall notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminatedterminated and the Trust Account closed. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the original Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INCKBL HEALTHCARE ACQUISITION CORP. III By: Xxxxx XxxXxxxxxx Xxxx, Chairman of the Board By: Xxxxxxx XxXxxxxx, Secretary cc: Lazard Capital Citigroup Global Markets LLC Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx Xxxxxx

Appears in 1 contract

Samples: Investment Management Trust Agreement (KBL Healthcare Acquisition Corp III)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Boulevard Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2011 2015 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into the above-referenced trust checking account at XX Xxxxxx Chase Bank Bank, N.A. to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at XX Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination stockholders, if a vote is held and (b) joint written instructions instruction signed by the Company and Citigroup Global Markets Inc. with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticenotice as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Boulevard Acquisition Corp. II By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Citigroup Global Markets LLC Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx X. Xxxxxx or Xxxxx Di Paolo

Appears in 1 contract

Samples: Investment Management Trust Agreement (Boulevard Acquisition Corp. Ii)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Xxxxxxxx Capital Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 2013 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into the above-referenced trust checking account at XX Xxxxxx Chase Bank Xxxxx Bank, N.A. to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at XX Xxxxxx Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination stockholders, if a vote is held and (b) joint written instructions instruction signed by the Company and [●] with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticenotice as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Xxxxxxxx Capital Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC [●] EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx X. Xxxxxx or Xxxxx Di Paolo

Appears in 1 contract

Samples: Investment Management Trust Agreement (Hennessy Capital Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. TMT Acquisition Corp (the “Company”) and Continental American Stock Transfer & Trust Company Company, LLC (the “Trustee”), dated as of _________[ ], 2011 202[ ] (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [insert name] (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into a segregated account held by you on behalf of the above-referenced account at XX Xxxxxx Chase Bank Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at Mxxxxx Stanley, N.A., awaiting distribution, neither the Company nor the Representatives will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination shareholders, if a vote is held and (b) a written instructions instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticesuch written instruction as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. TMT Acquisition Corp By: Xxxxx Xxx, Chairman Name: Dxxxxxx Xxx Title: Chief Executive Officer cc: Maxim Group LLC [Signature Page to Exhibit A of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC Investment Management Trust Agreement] EXHIBIT B [Letterhead of Company] [Insert date] Continental American Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx XxxxCompany, Xxx Xxxx LLC 6000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attn:: Relationship Management

Appears in 1 contract

Samples: Investment Management Trust Agreement (TMT Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. CleanTech Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [______________], 2011 2021 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with [__________________ _] (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on [__________ _] and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank [●] to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at JPMorgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of [__________________], which verifies the vote of the Company’s stockholders shareholders in connection with the Business Combination if a vote is held and (b) joint written instructions from the Company and Chardan Capital Markets LLC with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's ’s letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INCCLEANTECH ACQUISITION CORP. By: Xxxxx Xxx[●], Chairman of the Board Chief Executive Officer By: Xxxxxxx Xx[●], Secretary cc: Lazard Chardan Capital Markets Markets, LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx X.X. 00000 Attn:: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx

Appears in 1 contract

Samples: Investment Management Trust Agreement (Cleantech Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Polaris Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2011 2007 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. In accordance with the terms of the Trust Agreement, we hereby authorize you, to commence liquidation of the Trust Account as promptly as practicable to stockholders of record as of the Last Date (as defined in the Trust Agreement). You will notify the Company in writing as to when all of the funds in the Trust Account will be available for immediate transfer (“Business AgreementTransfer Date”) in accordance with the terms of the Trust Agreement and the Certificate of Incorporation of the Company. You shall commence distribution of such funds in accordance with the terms of the Trust Agreement and the Certificate of Incorporation of the Company and you shall oversee the distribution of the funds. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, POLARIS ACQUISITION CORP. By:________________________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance Xxxx X. Xxxxx, Chairman of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of Board By:__________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INC. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx______________ Xxxxxx X. Xxxxx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Chairman Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Polaris Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2007 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the income earned on the Property as of the date hereof. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, POLARIS ACQUISITION CORP. By:________________________________ Xxxx X. Xxxxx, Chairman of the Board By:________________________________ Xxxxxx X. Xxxxx, Secretary cc: Lazard Capital Markets LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Chairman Re: Trust Account No. Termination Letter Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Polaris Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2007 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, POLARIS ACQUISITION CORP. By:________________________________ Xxxx X. Xxxxx, Chairman of the Board By:________________________________ Xxxxxx X. Xxxxx, Secretary cc: Lazard Capital Markets LLC EXHIBIT E AUTHORIZED INDIVIDUAL(S) AUTHORIZED FOR TELEPHONE CALL BACK TELEPHONE NUMBER(S) Company: Polaris Acquisition Corp. (000) 000-0000 0000 Xxxxxxxx Xxxxxx, 4th Floor Fort Xxx, New Jersey 07024 Attn: Xxxx X. Xxxxx Trustee: Continental Stock Transfer & Trust Company (000) 000-0000 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000

Appears in 1 contract

Samples: Investment Management Trust Agreement (Polaris Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Landcadia Holdings, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [__________], 2011 201[_] (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ [insert date], and to transfer the proceeds to into the above-referenced trust checking account at XX [JX Xxxxxx Chase Bank Cxxxx Bank, N.A.] to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company and the Underwriters shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at [JX Xxxxxx Chase Bank, N.A.] awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination stockholders, if a vote is held and (b) joint written instructions instruction signed by the Company, Jxxxxxxxx LLC and Deutsche Bank Securities Inc., respectively, with respect to the transfer of the funds held in the Trust Account, including specific instructions to delivery the full amount of the Deferred Discount from the Trust Account directly to an account designated by the Underwriters and to deliver any amounts due to any Public Shareholders directly to such Public Shareholders (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticenotice as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Landcadia Holdings, Inc. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets Jxxxxxxxx LLC and Deutsche Bank Securities Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Accounting Department: Fxxxx Di Paolo and Cxxxxxx Xxxxxx

Appears in 1 contract

Samples: Investment Management Trust Agreement (Landcadia Holdings, Inc.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Xxxxxxx’x Cove Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[●], 2011 2008 (the “Trust Agreement”), this is to advise you that (i) the Company has entered into an agreement been unable to effect a Business Combination within the time frame specified in the Amended and Restated Certificate of Incorporation of the Company, (ii) the Company’s existence expired in accordance with the terms of its Amended and Restated Certificate of Incorporation on [●]; and (iii) the Company is proceeding to dissolve and liquidate. Capitalized terms used but not defined herein shall have the meanings given them in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize and request that you commence liquidation of the Trust Account as part of the Company’s plan of dissolution and distribution. In connection with this liquidation, you are hereby authorized to establish a record date for the purposes of determining the stockholders of record entitled to receive their per share portion of the Trust Account. The record date shall be within 10 days of the liquidation date, or as soon thereafter as is practicable. Company has appointed [●] to serve as its designated paying agent (the Business AgreementDesignated Paying Agent) ). You will notify the Company and the Designated Paying Agent in writing as to when all of the funds in the Trust Account will be available for immediate transfer (the “Transfer Date”). The Designated Paying Agent shall thereafter notify you as to the account or accounts of the Designated Paying Agent that the funds in the Trust Account should be transferred to on the Transfer Date so that the Designated Paying Agent may commence distribution of such funds in accordance with the Company’s instructions. You shall have no obligation to oversee the Designated Paying Agent’s distribution of the funds. Upon the payment to the Designated Paying Agent of all the funds in the Trust Account, the Trust Agreement shall be terminated and the Trust Account closed. Very truly yours, XXXXXXX’X COVE ACQUISITION CORPORATION By: _________________________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of Name: Title: Affirmed: By: __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INC. By_______________ Name: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnTitle:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Lambert's Cove Acquisition CORP)

Termination Letter. Gentlemen: Dear [•] Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Gores Guggenheim, Inc. (the “Company”) and Continental Stock Transfer & Trust Company [•] (the “Trustee”), dated as of _________[•], 2011 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with (“Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least 48 seventy-two (72) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments on __________ Account, and to transfer the proceeds to into a segregated account held by you on behalf of the above-referenced account at XX Xxxxxx Chase Bank beneficiaries to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders in connection with the Business Combination stockholders, if a vote is held and (b) joint written instructions instruction signed by the Company, Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Xxxxxx Xxxxxxx & Co. LLC with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account pursuant to the terms hereofAccount, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the noticenotice as soon thereafter as possible. Very truly yours, CHINA REOURCES DEVELOPMENT INC. Gores Guggenheim, Inc. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC [•] [•] EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Computershare Trust Company 00 Xxxxxxx Xxxxx Xxx XxxxCompany, Xxx Xxxx N.A. 0000 X. Xxxxxx Xx. Xxxxxxxxx Xxxxxxx, XX 00000 Attn: Xxxx Xxxxxx and/or Xxx Xxxxx Facsimile No.: (000) 000-0000 Email: xxxxxxxxx.xxxxx@xxxxxxxxxxxxx.xxx and xxxx.xxxxxx@xxxxxxxxxxxxx.xxx, xxx.xxxxx@xxxxxxxxxxxxx.xxx Re: Trust Account No. [ ] Termination Letter Dear [•] Pursuant to Section 1(i) of the Investment Management Trust Agreement between Gores Guggenheim, Inc. (the “Company”) and Computershare Trust Company, N.A. (the “Trustee”), dated as of [•], 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on [•], 2021 and to transfer the total proceeds into the trust operating account at [•] to await distribution to the Public Stockholders. The Company has selected [ ]1 as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement. Very truly yours, Gores Guggenheim, Inc. By: Name: Title:

Appears in 1 contract

Samples: Trust Agreement (Gores Guggenheim, Inc.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. 1347 Capital Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________ ___, 2011 2014 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) joint written instructions from it and EarlyBirdCapital, Inc. with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same same, and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then then, upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT 1347 CAPITAL CORP. By: Xxxxxx X. Xxxxx, President, Chief Executive Officer and Director By: Xxxxxx X. Xxxxx, Chief Financial Officer, Secretary and Director AGREED TO AND ACKNOWLEDGED BY EARLYBIRDCAPITAL, INC. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx Xxxxxx and Xxxxx XxXxxxx Re: Trust Account No. [insert no.]___ - Termination Letter Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between 1347 Capital Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _____________, 2014 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the [Trust Checking Account at XX Xxxxxx Chase Bank] to await distribution to the Public Stockholders. The Company has selected ____________, 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all of the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, 1347 CAPITAL CORP. By: Xxxxxx X. Xxxxx, President, Chief Executive Officer and Director By: Xxxxxx X. Xxxxx, Chief Financial Officer, Secretary and Director cc: EarlyBirdCapital, Inc. EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. [insert no.]____

Appears in 1 contract

Samples: Investment Management Trust Agreement (1347 Capital Corp)

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