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. CHINA REOURCES DEVELOPMENT INC. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:

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.)

AutoNDA by SimpleDocs

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 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 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. CHINA REOURCES DEVELOPMENT INCVery truly yours, CHARDAN 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 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(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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, 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 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 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, 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. 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 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, LF Capital Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC 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 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 DateVery truly yours, 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. 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 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 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 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(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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, 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. 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 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Boulevard Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Citigroup Global Markets LLC Inc. 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 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Atlantic Alliance Partnership Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Citigroup Global Markets LLC Inc. 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. 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, 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. 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. CHINA REOURCES DEVELOPMENT INCVery truly yours, ALDABRA 2 ACQUISITION CORP. By: Xxxxx XxxNxxxxx Xxxxxx, Chairman of the Board By: Xxxxxxx XxJxxxx Xxxxx, Secretary cc: Lazard Capital Markets LLC 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. 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Raycliff Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC Deutsche Bank Securities Inc. 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 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. CHINA REOURCES DEVELOPMENT INCVery truly yours, TRIPLECROWN 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. 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. 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, 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 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 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. CHINA REOURCES DEVELOPMENT INCVery truly yours, HYDE 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. 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 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Clarim Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary ccTitle: Lazard Capital Markets Agreed and acknowledged by: Xxxxxxxxx LLC Name: Title: 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. 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Silver Run Acquisition Corporation By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC 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 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. CHINA REOURCES DEVELOPMENT Very truly yours, INTERNATIONAL SHIPPING ENTERPRISES, INC. By: Xxxxx XxxXxxxxxxx Xxxxxxx, Chairman of the Board By: Xxxxxxx XxXxxxxxxx Xxxxxxxxxxxxx, Secretary cc: Lazard Capital Markets LLC 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 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Alberton Acquisition Corporation By: ___, Chief Executive Officer By: ___, Chief Financial Officer Chardan Capital Markets LLC By: Name: Title: Continental Stock Transfer & Trust Company 0 Xxxxx XxxXxxxxx, Chairman 00xx Xxxxx 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 Board 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: Xxxxxxx Xx___, Secretary Chief Executive Officer By: ___, Chief Financial Officer cc: Lazard Chardan Capital Markets LLC Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, 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 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 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 CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee Name: Title: Cc: [SHAREHOLDER] 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 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, CF Corporation By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC 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 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, DiamondPeak Holdings Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC Continental Deutsche Bank Securities Inc. 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 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. CHINA REOURCES DEVELOPMENT INCVery truly yours, SHERMEN 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. 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 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. CHINA REOURCES DEVELOPMENT INCVery truly yours, BLACK RIDGE ACQUISITION CORP. By: Xxx XxXxxxxxxx, Chief Executive Officer By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx XxChief Financial Officer AGREED TO AND ACKNOWLEDGED BY EARLYBIRDCAPITAL, Secretary cc: Lazard Capital Markets LLC INC. 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 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Silver Run Acquisition Corporation II By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC 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 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Experience Investment Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC 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. 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, One Madison Corporation By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC 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 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. CHINA REOURCES DEVELOPMENT INC. ByVery truly yours, TenX Kxxxx Acquisition Name: Xxxxx Xxx, 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 Continental Investment Management Trust Agreement] 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 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. 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. 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. 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. 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. 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 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. ByVANTAGEPOINT ACQUISITION COMPANY Name: Xxxxx Xxx, Chairman of the Board ByTitle: Xxxxxxx Xx, Secretary Affirmed: Name: Title: cc: Lazard Capital Markets LLC Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx XxxxEarlyBirdCapital, Xxx Xxxx 00000 Attn:Inc. [date] [Trustee] [Address]

Appears in 2 contracts

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

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. CHINA REOURCES DEVELOPMENT Very truly yours, GLOBAL ALTERNATIVE ASSET MANAGEMNET, INC. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC 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 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. 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 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. CHINA REOURCES DEVELOPMENT Very truly yours, 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 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. 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, VectoIQ Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets Xxxxx and Company, LLC 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 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, I-AM Capital Acquisition Company By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets Maxim Group LLC 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 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. 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 Continental Investment Management Trust Agreement] 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 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 Green Power Enterprises, 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 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 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. CHINA REOURCES DEVELOPMENT Very truly yours, GREEN POWER ENTERPRISES, INC. By: Xxxxx XxxXxxxxxx, Co-Chairman of the Board By: Xxxxxx Xxxxxxx Xxxx Xxxxxxx, Secretary cc: Lazard Capital Markets Xxxxxx & Xxxxxxx, LLC Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:

Appears in 1 contract

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

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) 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 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, CF Corporation By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnTitle:

Appears in 1 contract

Samples: 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 Inc. Silver Eagle 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 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 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 is in the process of being 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 Deutsche Bank Securities 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Silver Eagle Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC Deutsche Bank Securities Inc. 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 Eagle Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i1(k) of the Investment Management Trust Agreement between China Resources Development Inc. Xxxxxxxxx Ventures Ltd. (the “Company”) and Continental Stock Transfer & Trust Company JPMorgan Chase Bank, NA (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 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 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 Underwriter, 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 the relevant rate to be provided by the Company at the relevant time 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. CHINA REOURCES DEVELOPMENT INCCapitalized terms used but not defined herein shall have the meanings ascribed to them in the Trust Agreement. Very truly yours, Xxxxxxxxx Ventures Ltd. By: Xxxxx Xxx, Chairman of the Board By____________________________ Xxxxxxxxxxx Xxxxxx Affirmed: Xxxxxxx Xx_______________________ Xxxxxxxxx X’Xxxxxxx Chief Financial Officer, Secretary cc: Lazard Capital Markets LLC Continental Stock Transfer & Trust Company 00 and Director _______________________ Xxxxxx Xxxxxx Chairman and Director _______________________ Nir Tarlovsky Executive Vice President, Business _______________________ Xxxxxx Xxxxx Director _______________________ Xxxxxxx Xxxxxxxxxxx Director JPMorgan Xxxxx Xxxx, XX 0 Xxx Xxxx Xxxxx – 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx Xxxxx

Appears in 1 contract

Samples: Investment Management Trust Agreement (Churchill Ventures LTD)

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. CHINA REOURCES DEVELOPMENT INC. RLJ Acquisition, Inc. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC 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. 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 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] RLJ Acquisition, Inc. By: Name: Title: cc: Lazard Capital Markets LLC 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] RLJ Acquisition, Inc. By: Name: Title: cc: Lazard Capital Markets LLC 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]. RLJ Acquisition, Inc. By: Name: Title: cc: Lazard Capital Markets LLC 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: RLJ Acquisition, Inc. By: Name: Title: cc: Lazard Capital Markets LLC 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: 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. Xxxxx Xxxxxxxx Acquisition Corp. (the “Company”) and Continental American Stock Transfer & Trust Company Company, LLC (the “Trustee”), dated as of _________March 29, 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 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 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 in its initial public offering 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Xxxxx Xxxxxxxx Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Citigroup Global Markets LLC Continental Inc. Deutsche Bank Securities Inc. Credit Suisse American Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx XxxxCompany, LLC 0000 00xx Xxxxxx Xxxxxxxx, Xxx Xxxx 00000 Attn:: Relationship Management

Appears in 1 contract

Samples: Investment Management Trust Agreement (Kayne Anderson Acquisition 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 _________, 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. CHINA REOURCES DEVELOPMENT INCVery truly yours, ELECTRUM SPECIAL ACQUISITION CORPORATION By: CANTOR FXXXXXXXXX & CO. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC 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 (Electrum Special Acquisition Corp)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. GP Investments 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 Citibank, 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 Citibank, 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 shareholders, 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, GP Investments Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Citigroup Global Markets LLC Inc. 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 (GP Investments Acquisition Corp.)

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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, WX Xxxx Holding Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC [●] 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 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. CHINA REOURCES DEVELOPMENT INCVery truly yours, ELECTRUM SPECIAL ACQUISITION CORPORATION By: CANTOR FXXXXXXXXX & CO. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC 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 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 Consummation Date as set forth in the notice. CHINA REOURCES DEVELOPMENT INCVery truly yours, KBL HEALTHCARE ACQUISITION CORP. III By: Xxxxx XxxXxxxxxx Xxxx, Chairman of the Board By: Xxxxxxx XxXxxxxx, Secretary cc: Lazard Capital Citigroup Global Markets LLC Inc. 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. 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. 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 Continental Investment Management Trust Agreement] 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 1 contract

Samples: Investment Management Trust Agreement (TenX Keane Acquisition)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development GTY Technology Holdings Inc. (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 been unable to effect a business combination with a Target Business (the “Business AgreementCombination”) 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 on ____________, 20___ and to transfer the total proceeds into the trust checking account in the United States at J.X. Xxxxxx Cxxxx 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 Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Memorandum and Articles of Association of the Company. 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 said trust checking account awaiting distribution, no interest will be earned. 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, GTY Technology Holdings Inc. By: Name: Title: cc: Citigroup Global Markets Inc. Continental Stock Transfer & Trust Company 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: ________________________________ Re: Trust Account No. Tax Payment Withdrawal Instruction Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between GTY Technology Holdings Inc. (the Target BusinessCompany”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of __________ (the “Trust Agreement”), the Company hereby requests that you deliver to consummate a business combination with Target Business (“Business Combination”) the Company $___________ of the interest income earned on or about [insert date]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 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 you are hereby authorize you to liquidate the Trust Account investments on __________ directed and authorized to transfer the proceeds (via wire transfer) such funds promptly upon your receipt of this letter to the above-referenced Company’s operating account at XX Xxxxxx Chase Bank to the effect thatat: Very truly yours, on the Consummation DateGTY Technology Holdings Inc. By: Name: Title: cc: Citigroup Global Markets Inc. Continental Stock Transfer & Trust Company 10 Xxxxxxx Xxxxx Xxx Xxxx, 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 Xxx Xxxx 00000 Attn: ________________________________ Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Gentlemen: Pursuant to Section 1(k) of the Investment Management Trust Agreement between GTY Technology Holdings Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), which verifies dated as of __________ (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $___________ of the principal and 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 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 Company’s amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s stockholders in connection with obligation to redeem 100% of its public Ordinary Shares if the Company has not consummated an initial Business Combination if a vote within such time as is held and (b) written instructions with respect to the transfer of the funds held described in the Trust Account (“Instruction Letter”)Company’s amended and restated memorandum and articles of association. You As such, 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: Very truly yours, 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. CHINA REOURCES DEVELOPMENT INC. GTY Technology Holdings Inc. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnTitle:

Appears in 1 contract

Samples: Investment Management Trust Agreement (GTY Technology Holdings Inc.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Capitol 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 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 (1) the Business Combination has been consummated and (2) the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado Statute have been met, (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 trans­fer of the funds held in the Trust Account (“Instruction Letter”)) and (iii) Citigroup 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 and the Instruction Letter, (x) to Citigroup in an amount equal to the Deferred Discount as directed by Citigroup and (y) 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 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. CHINA REOURCES DEVELOPMENT INCCAPITOL ACQUISITION CORP. II By: Xxxxx XxxXxxx X. Ein, Chairman of the Board By: Xxxxxxx Xx, and Secretary cc: Lazard Capital Citigroup Global Markets LLC Inc. Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Capitol 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Xxxxxxxx Capital Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC [●] 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. Legacy Acquisition Corp. (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 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Legacy Acquisition Corp. By: Name: Title: 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: 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(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 ("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 '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 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 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, 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. Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx Re:

Appears in 1 contract

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

Termination Letter. Gentlemen: Dear [•] Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Gores Holdings VII, 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. 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Gores Holdings VII, Inc. By: Name: Title: cc: [•] [•] Computershare Trust Company, N.A. 0000 X. Xxxxxx Xx. Xxxxxxxxx Xxxxxxx, XX 00000 Attn: Xxxx Xxxxxx and/or Xxx Xxxxx XxxFacsimile No. (000) 000-0000 Email: xxxxxxxxx.xxxxx@xxxxxxxxxxxxx.xxx and xxxx.xxxxxx@xxxxxxxxxxxxx.xxx, Chairman xxx.xxxxx@xxxxxxxxxxxxx.xxx Re: Trust Account No. [ ] Termination Letter Dear [•] Pursuant to Section 1(i) of the Board Investment Management Trust Agreement between Gores Holdings VII, 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 Deutsche Bank Trust Company Americas 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 Holdings VII, Inc. By: Xxxxxxx Xx, Secretary ccName: Lazard Capital Markets LLC Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnTitle:

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Stellar Acquisition III Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________August 18, 2011 2016 (“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 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] 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 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Stellar Acquisition III Inc. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets Maxim Group LLC 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 (Stellar Acquisition III Inc.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Gores Holdings II, Inc. (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 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 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. CHINA REOURCES DEVELOPMENT INC. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:the

Appears in 1 contract

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

Termination Letter. Ladies and Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Xxxxxxxx Acquisition Corp. III (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 (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 Xxxxxx JPMorgan Chase 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 DateDate (including as directed to it by the Representatives) (with respect to the Deferred Discount). 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, 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 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 redemptions rights and payment of amounts of the Deferred Discount to the underwriter 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary ccTitle: Lazard Capital Markets LLC Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx XX 00000 Attention: Xxxxxxx Xxxx 00000 Attn:and Xxxxxxx Xxxxxxxx

Appears in 1 contract

Samples: Investment Management Trust Agreement (Haymaker Acquisition Corp. III)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i1(k) of the Investment Management Trust Agreement between China Resources Development Inc. Xxxxxxxxx Ventures Ltd. (the “Company”) and Continental Stock Transfer & Trust Company JPMorgan Chase Bank, NA (the “Trustee”), dated as of _________, 2011 (the “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 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 Business AgreementTransfer 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, Xxxxxxxxx Ventures Ltd. 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 Xxxxxxxxxxx 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 Affirmed: __________________, 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. CHINA REOURCES DEVELOPMENT INC. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx_____ Xxxxxxxxx X’Xxxxxxx Chief Financial Officer, Secretary cc: Lazard Capital Markets LLC Continental Stock Transfer & Trust Company 00 and Director _______________________ Xxxxxx Xxxxxx Chairman and Director _______________________ Nir Tarlovsky Executive Vice President, Business _______________________ Xxxxxx Xxxxx Director _______________________ Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:Xxxxxxxxxxx Director AUTHORIZED INDIVIDUAL(S) AUTHORIZED TELEPHONE NUMBER(S) Signature Speciments

Appears in 1 contract

Samples: Investment Management Trust Agreement (Churchill Ventures 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 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”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Trust Agreement. 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 consummated, (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 Combination, and (biii) the Company and Lazard shall deliver to you written instructions with respect to the transfer of the funds held in the Trust Account including the Deferred 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 and the Representative of the same and the Company and the Representative shall jointly direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the CompanyCompany or, with respect to the Deferred Discount, to the Underwriters. 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 written notice 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. CHINA REOURCES DEVELOPMENT INCVery truly yours, POLARIS ACQUISITION CORP. By: Xxxxx Xxx:________________________________ Xxxx X. Xxxxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:________________________________

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 Inc. Terrapin 3 Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _______July __, 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 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) 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 noticenotice as soon thereafter as possible. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Terrapin 3 Acquisition Corporation By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC Deutsche Bank Securities Inc. Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx X. Xxxxxx, Xxxxx Di Paolo and Xxxx Xxxxxxx

Appears in 1 contract

Samples: Investment Management Trust Agreement (Terrapin 3 Acquisition Corp)

AutoNDA by SimpleDocs

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development InterAmerican Acquisition Group Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________August 30, 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”)) and shall provide you with an Officers’ Certificate in accordance with Sections 1(i) and 2(e) of the Trust Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Trust Agreement. 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 and Chardan 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 consummated, and (b) the provisions of Section 11-51-302(6) and Rule 51-3.4 of the CRS have been met, to the extent applicable; (ii) the Company shall deliver along with the oath and report of inspector of election certified by an independent inspector appointed by Chardan (collectively, the “Report”); and (iii) the Company and Chardan 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 with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”)funds. You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter ’s letter, the Report, evidence of delivery of the Stock Certificates, the Officers’ Certificate and the Instruction LetterInstructions, in accordance with the terms of the Instruction LetterInstructions (which shall provide that $1,800,000 (or $2,070,000 as applicable) plus any interest accrued thereon, less $0.36 per share redeemed, is to be paid to Chardan by wire transfer (or as otherwise directed by Chardan) in immediately available funds (it being understood that the Trustee will not be obligated to verify the contents of the Instructions or any calculations contained therein)). 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 and Chardan 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 shall, upon written instruction of the Company, be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. CHINA REOURCES DEVELOPMENT Very truly yours, INTERAMERICAN ACQUISITION GROUP INC. By: Xxxxx XxxXxxxxxx X. Xxxxx, Chairman of the Board By: Xxxxxxx XxX. Xxxxxx, Secretary Chief Operating Officer cc: Lazard Chardan Capital Markets Markets, LLC 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(j) of the Investment Management Trust Agreement between InterAmerican Acquisition Group, Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of August 30, 2007 (“Trust Agreement”), this is to advise you that the Board of Directors of the Company has voted to dissolve the Company and liquidate the Trust Account (as defined in the Trust Agreement). Attached hereto is a copy of the minutes of the meeting of the Board of Directors of the Company relating thereto, certified by an executive officer 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, to 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 ten (10) days of the liquidation date, or as soon as thereafter as is practicable. You will notify the Company and ________ (“Designated Paying Agent”) in writing as to when all of the funds in the Trust Account will be 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 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 terms of the Trust Agreement and the Company’s Second Amended and Restated Certificate of Incorporation. Upon the payment of all the funds in the Trust Account, the Trust Agreement shall be terminated and the Trust Account closed. Very truly yours, INTERAMERICAN ACQUISITION GROUP INC. By: Xxxxxxx X. Xxxxx, Chairman By: Xxxxxxx X. Xxxxxx, Chief Operating Officer cc: Chardan Capital Markets, LLC

Appears in 1 contract

Samples: Investment Management Trust Agreement (InterAmerican Acquisition Group Inc)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Double Eagle Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________September 10, 2011 2015 (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 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 while the funds are on deposit in the trust checking account at JX Xxxxxx Cxxxx 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 shareholders, 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 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Double Eagle Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnTitle:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Double Eagle 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 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”). Pursuant to Paragraph 2(e) of the Trust Agreement, we are providing you with [an affidavit] [a certificate] verifying the vote of the Company’s stockholders duly approving the Business Combination in accordance with the terms of the Company’s Amended and Restated Articles of Association. The [affidavit] [certificate] includes the identities of the public stockholders who voted against the Business Combination and properly exercised their redemption rights in connection therewith. 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 consummated, (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 (the “Instruction Letter”)) and (iii) the Representative 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 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 the Deferred Discount and 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; (b) to the Representative 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 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 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, ASM ACQUISITION COMPANY LIMITED By: Xxxxx Xxx, Chairman of the Board _________________________________ Name: Title: Affirmed: By: Xxxxxxx Xx, Secretary _________________________________ Name: Title: cc: Lazard Capital Markets UBS Securities LLC Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:[date] [Trustee] [Address]

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Xxxxxx Pointe 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 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Xxxxxx Pointe Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC X. Xxxxx FBR Inc. Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx X. Xxxxxx & Xxxxxxx Xxxxxx

Appears in 1 contract

Samples: Investment Management Trust Agreement (Gordon Pointe Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Chardan 2008 China Resources Development Inc. Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of ________ __, 2011 2008 (the Trust Agreement”), this is to advise you that the Company has entered into an agreement (a “Business Agreement”) with __________________ (the “Target Business”) to consummate a business combination with Target Business (a “Business Combination”) on or about [insert date]_____ __ 20__. The Company shall notify you at least 48 24 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 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 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 Account, including, pursuant to the terms of the Underwriting Agreement, dated as of _____ __, 2008, between the Company and the Representative, the portion of the Property attributable to the Deferred Discount (as defined in the Agreement), 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 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. CHINA REOURCES DEVELOPMENT INC. ByName: Xxxxx Xxx, Chairman of the Board ByTitle: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:.: Xxxxxx Xxxxxx & Xxxxx Di Paolo

Appears in 1 contract

Samples: Investment Management Trust Agreement (Chardan 2008 China Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Capitol Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________May 10, 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”). 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 JP Xxxxxx Chase Xhase 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 consummated, (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”)) and (iii) the Representatives 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 and the Instruction Letter, (x) to the Representatives in an amount equal to the Deferred Discount as directed by the Representatives and (y) 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 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. CHINA REOURCES DEVELOPMENT INCVery truly yours, CAPITOL ACQUISITION CORP. II By: Xxxxx Xxx, Name: Maxx X. Xin Title: Chairman of the Board By: Xxxxxxx Xx, of Directors and Secretary cc: Lazard Capital Citigroup Global Markets LLC Inc. Deutsche Bank Securities Inc. Continental Stock Transfer & Trust Company 00 17 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Stxxxx Xxxxxx xnd Frxxx Xi Paolo

Appears in 1 contract

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

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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, 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. 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)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Terrapin 4 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 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 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 noticenotice as soon thereafter as possible. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Terrapin 4 Acquisition Corporation By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC Nomura Securities International, Inc. Continental Stock Transfer & Trust Company 00 Xxxxxxx Oxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: [_________]

Appears in 1 contract

Samples: Investment Management Trust Agreement (Terrapin 4 Acquisition Corp)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. AR Capital 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 (“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 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 Cxxxx 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, AR Capital Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Citigroup Global Markets LLC Inc. 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 (Ar Capital Acquisition)

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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Yunhong International By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC 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. Nebula Acquisition Corporation (the “Company”) and Continental American Stock Transfer & Trust Company Company, LLC (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 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Nebula Acquisition Corporation By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnTitle:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Nebula Acquisition Corp)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Deep Medicine Acquisition Corp. (the “Company”) and Continental American Stock Transfer & Trust Company Company, LLC (the “Trustee”), dated as of _________October 26, 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 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 DateDate (including as directed to it by the Representative (with respect to the M&A Fee)). It is acknowledged and agreed that while the funds are on deposit in the trust checking account at Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, 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, including payment of the amounts owed to public stockholders who have properly exercised their redemption rights and the M&A Fee 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Deep Medicine 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 Continental Investment Management Trust Agreement] 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 (Deep Medicine Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Xxxxx Xxxxxxxx Acquisition Corp. (the “Company”) and Continental American Stock Transfer & Trust Company Company, LLC (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 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 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 in its initial public offering 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Xxxxx Xxxxxxxx Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnTitle:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Kayne Anderson Acquisition Corp)

Termination Letter. Ladies and Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Gores Holdings IV, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[•], 2011 2020 (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 operating account at XX Xxxxxx Chase Deutsche Bank Trust Company Americas 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 Deutsche Bank Trust Company Americas 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Gores Holdings IV, Inc. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC Deutsche Bank Securities Inc. Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: [Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx]

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Hydra Industries 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 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) 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 noticenotice as soon thereafter as possible. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Hydra Industries Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets UBS Securities LLC Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx X. Xxxxxx, Xxxxx Di Paolo and Xxxx Xxxxxxx

Appears in 1 contract

Samples: Investment Management Trust Agreement (Hydra Industries Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Levy Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________November [12], 2011 2013 (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 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 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Levy Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Citigroup Global Markets LLC Inc. 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 (Levy Acquisition Corp)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Chardan Healthcare Acquisition 2 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”) 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. CHINA REOURCES DEVELOPMENT INCVery truly yours, CHARDAN HEALTHCARE ACQUISITION 2 CORP. By: Xxxxx Xxx[●], Chairman of the Board Chief Executive Officer By: Xxxxxxx Xx[●], Secretary cc: Lazard Chardan Capital Markets Markets, LLC 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 (Chardan Healthcare Acquisition 2 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. CHINA REOURCES DEVELOPMENT Very truly yours, 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 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. Quinpario Acquisition Corp. 2 (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________January 15, 2011 2015 (“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 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 ______________ (“Target Business”) and to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]transfer the total proceeds to the Trust Checking Account at to await distribution to the Public Stockholders. The Company shall notify you at least 48 hours in advance has selected ____________, 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the actual date 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 consummation Trust Agreement and the Amended and Restated Certificate of Incorporation of the Business Combination Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUINPARIO ACQUISITION CORP. 2 By: By: cc: Deutsche Bank Securities Inc.; Cantor Xxxxxxxxxx & Co. Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. XXXXXX Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quinpario Acquisition Corp. 2 (“Consummation DateCompany”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of January 15, 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: QUINPARIO ACQUISITION CORP. 2 By: By: cc: Deutsche Bank Securities Inc.; Cantor Xxxxxxxxxx & Co. 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 Quinpario Acquisition Corp. 2 (“Company”) and Continental Stock Transfer & Trust Company, dated as of January 15, 2015 (“Trust Agreement”). In Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. Pursuant to Section 1(k) 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 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. CHINA REOURCES DEVELOPMENT INCVery truly yours, QUINPARIO ACQUISITION CORP. 2 By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Cambridge Capital Acquisition Corporation (“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 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 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 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. CHINA REOURCES DEVELOPMENT Very truly yours, CAMBRIDGE CAPITAL ACQUISITION CORPORATION By: Xxxxxxxx Xxxxxx, Chief Executive Officer and Secretary 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 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 Cambridge Capital Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company, dated as of _______, 2013 (“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, Very truly yours, CAMBRIDGE CAPITAL ACQUISITION CORPORATION By: Xxxxxxxx Xxxxxx, Chief Executive Officer and Secretary cc: EarlyBirdCapital, Inc. 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 (Cambridge Capital 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 _________, 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. CHINA REOURCES DEVELOPMENT INCVery truly yours, MEDWORTH ACQUISITION CORP. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EarlyBirdCapital, Inc. 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. 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 (“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 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. CHINA REOURCES DEVELOPMENT INCVery truly yours, QUARTET MERGER CORP. By: Xxxxx XxxXxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxxxx XxXxxxx Xxxx, Secretary cc: Lazard Capital Markets LLC AGREED TO AND ACKNOWLEDGED BY EARLYBIRDCAPITAL, INC. By:________________________________ 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 Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company, dated as of _______, 2013 (“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, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. 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 (Quartet Merger Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Terrapin 3 Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________July 16, 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 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 Cxxxx 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) 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 noticenotice as soon thereafter as possible. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Terrapin 3 Acquisition Corporation By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC Deutsche Bank Securities Inc. Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Sxxxxx X. Xxxxxx, Fxxxx Di Paolo and Mxxx Xxxxxxx

Appears in 1 contract

Samples: Investment Management Trust Agreement (Terrapin 3 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Yunhong International By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC 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. Xxxxxxxx Capital Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _______January __, 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Xxxxxxxx Capital Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC [●] 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 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. 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 (“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 JX 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 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. CHINA REOURCES DEVELOPMENT INCVery truly yours, QUARTET MERGER CORP. By: Xxxxx Xxx:________________________________ Exxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxxxx Xx:________________________________ Dxxxx Xxxx, Secretary cc: Lazard Capital Markets LLC AGREED TO AND ACKNOWLEDGED BY EARLYBIRDCAPITAL, INC. By:________________________________ EXHIBIT B 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 (Quartet Merger Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. National Energy Services Reunited Corp. (“Company”) and Continental Stock Transfer & Computershare Trust Company Company, N.A. (“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 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. CHINA REOURCES DEVELOPMENT INCVery truly yours, NATIONAL ENERGY SERVICES REUNITED CORP. By: Xxxxx Xxx, Chairman of the Board MAXIM GROUP LLC By: Xxxxxxx XxComputershare Trust Company, Secretary cc: Lazard Capital Markets LLC Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx N.A. 400 Xxxxxxxxxx Xxxxxxxxx Xxxxxx Xxxx, Xxx Xxxx XX 00000 Attn:: [ ]

Appears in 1 contract

Samples: Investment Management Trust Agreement (National Energy Services Reunited Corp.)

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 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[ * ], 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, 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 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 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: Very truly yours, Mobiv Acquisition Corp By: Name: Xxxxx Bilitsch Title: Chief Executive Officer cc: XX Xxxxxx 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 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Cambridge Capital Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________December 17, 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 Bank, NA. 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 EarlyBirdCapital, Inc. with respect to the transfer 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. CHINA REOURCES DEVELOPMENT Very truly yours, CAMBRIDGE CAPITAL ACQUISITION CORPORATION By: Xxxxxxxx Xxxxxx, Chief Executive Officer and Secretary 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 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 Cambridge Capital Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company, dated as of December 17, 2013 (“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, CAMBRIDGE CAPITAL ACQUISITION CORPORATION By: Xxxxxxxx Xxxxxx, Chief Executive Officer and Secretary cc: EarlyBirdCapital, Inc. 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 (Cambridge Capital Acquisition Corp)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Social Capital Hedosophia Holdings Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________September 13, 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 (or such shorter time period as you may agree) 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 J.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 Credit Suisse Securities (USA) LLC (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 trust checking account at J.X. Xxxxxx Cxxxx Bank, N.A. awaiting distribution, neither the Company nor the Representative will not earn any interest or dividendsinterest. 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 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 noticenotice as soon thereafter as possible. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Social Capital Hedosophia Holdings Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets Credit Suisse Securities (USA) LLC Continental Stock Transfer & Trust Company 00 Xxxxxxx Oxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Sxxxxx X. Xxxxxx and Sxxxxxx Xxxxxx Re: Trust Account No. [ ] Termination Letter Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Social Capital Hedosophia Holdings Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of September 13, 2017 (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 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 on [●], 2019 and to transfer the total proceeds into the trust checking account at J.X. Xxxxxx Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected [●], 2019, 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 memorandum and articles of association 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, Social Capital Hedosophia Holdings Corp. By: Name: Title: cc: Credit Suisse Securities (USA) LLC Continental Stock Transfer & Trust Company Oxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Sxxxxx X. Xxxxxx and Sxxxxxx Xxxxxx Re: Trust Account No. Tax Payment Withdrawal Instruction Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Social Capital Hedosophia Holdings Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of September 13, 2017 (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: Very truly yours, Social Capital Hedosophia Holdings Corp. By: Name: Title: cc: Credit Suisse Securities (USA) LLC Continental Stock Transfer & Trust Company Oxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Sxxxxx X. Xxxxxx and Sxxxxxx Xxxxxx

Appears in 1 contract

Samples: Investment Management Trust Agreement (Social Capital Hedosophia Holdings 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 _________November 7, 2011 2007 ("Trust Agreement"), this is to advise you that the Company has entered into an agreement ("Business Agreement") with __________________ ARMOUR Residential REIT, Inc. ("Target Business") to consummate a business combination with Target Business ("Business Combination") on or about [insert date]prior to November 7, 2009. 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] affiliate or certificate of __________________, its Corporate Secretary which verifies the vote of the Company’s 's stockholders in connection with the Business Combination if a vote is held and (b) written instructions (the "Instruction Letter") with respect to the transfer of the funds held in the Trust Account other than the Deferred Discount, in an amount to be mutually agreed upon by the Company and the Representatives and so directed by them (“Instruction Letter”)the "Adjusted Deferred Discount") and (iii) the Representatives shall deliver to you written instructions for delivery of the Adjusted Deferred Discount. 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, (a) to the Representatives, the Adjusted Deferred Discount 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 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 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. CHINA REOURCES DEVELOPMENT INCVery truly yours, ENTERPRISE ACQUISITION CORP. By: Xxxxx XxxXxxx X. Xxxx, Chairman of the Board By: Xxxxxxx XxXxxxx Xxxxxxxxx Xxxxxx, Corporate Secretary cc: Lazard Capital Markets LLC Continental Stock Transfer UBS Investment Bank Ladenburg Xxxxxxxx & Trust Company 00 Xxxxxxx Xxxxx Xxx XxxxCo. Inc. This SUB-MANAGEMENT AGREEMENT (this “Agreement”), Xxx Xxxx 00000 Attn:is entered into as of [●], 2009, by and among (i) ARMOUR RESIDENTIAL MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”), (ii) XXXXXX XXXX BLANK CHECK LLC, a Delaware limited liability company (the “Sub-Manager”), (iii) ARMOUR RESIDENTIAL REIT, INC., a Maryland corporation, but solely with respect to Sections 1, 6(a), 9(b), 11(a), 11(b), 11(e), 14(a), 14(b), 15, and 18 through 32 (the “REIT”), and (iv) XXXXXXX X. XXXXXX and XXXXX X. XXX, but solely with respect to Sections 1, 9, 11(a), 14(a), 15(a), 18 through 30, and 32 (Messrs. Xxxxxx and Ulm, together, the “Members” and, each, a “Member”).

Appears in 1 contract

Samples: Merger Agreement (Enterprise Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Andina 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 J.X. Xxxxxx Chase 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 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 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 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, ANDINA ACQUISITION CORPORATION By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EarlyBirdCapital, Inc. 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 (Andina Acquisition Corp)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Xxxxxx Pointe 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 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 X. Xxxxx FBR, 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Xxxxxx Pointe Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC X. Xxxxx FBR, Inc. Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxxx X. Xxxxxx

Appears in 1 contract

Samples: Investment Management Trust Agreement (Gordon Pointe Acqusition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) 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 ("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 '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 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 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, 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. Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx Re:

Appears in 1 contract

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

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. 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 Continental Investment Management Trust Agreement] 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. Lone Oak Acquisition 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 (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 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. CHINA REOURCES DEVELOPMENT INC1 Include only if there is a shareholder vote. Very truly yours, LONE OAK ACQUISITION CORPORATION Name: Title: Affirmed: By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx XxxxEarlyBirdCapital, Xxx Xxxx 00000 Attn:Inc. [date] [Trustee] [Address]

Appears in 1 contract

Samples: Investment Management Trust Agreement (Lone Oak Acquisition Corp)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Double Eagle Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [___________], 2011 2015 (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 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 while the funds are on deposit in the trust checking account at [JX Xxxxxx Cxxxx 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 shareholders, 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 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. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Double Eagle Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets LLC Deutsche Bank Securities Inc. Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 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 (Double Eagle Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Chardan Healthcare Acquisition Corp. (“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 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. CHINA REOURCES DEVELOPMENT INCVery truly yours, CHARDAN HEALTHCARE ACQUISITION CORP. By: Xxxxx Xxx[●], Chairman of the Board Chief Executive Officer By: Xxxxxxx Xx[●], Secretary cc: Lazard Chardan Capital Markets LLC 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 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. Osprey Energy Acquisition Corp. (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 into the trust checking account at ________________ 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 checking account at ______________________ 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 instruction signed by the Company and Credit Suisse Securities (USA) 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 noticesuch written instruction as soon thereafter as possible. CHINA REOURCES DEVELOPMENT INC. Very truly yours, Osprey Energy Acquisition Corp. By: Xxxxx Xxx, Chairman of the Board ByName: Xxxxxxx Xx, Secretary Title: cc: Lazard Capital Markets Credit Suisse Securities (USA) LLC Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:: Xxxxx Xxxxx

Appears in 1 contract

Samples: Investment Management Trust Agreement (Osprey Energy Acquisition Corp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!