Common use of Termination Letter Clause in Contracts

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2013 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank to await distribution to the Public Stockholders. The Company has selected ____________, 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to 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, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.

Appears in 1 contract

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

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Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the that certain Investment Management Trust Agreement between Quartet Allegro Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________July 2, 2013 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 Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account trust operating account at XX X.X. Xxxxxx Chase Bank Bank, N.A. to await distribution to the Public Stockholders. The Company has selected ____________, 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Accounttrust operating account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET ALLEGRO MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. Cantor Xxxxxxxxxx & Co. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo Xxxxxxx X. Xxxx, Xx. and Xxxxxxx Xxxxxx Xxxxxxxx Re: Trust Account No. _________________- Interest Withdrawal for Tax Payment Gentlemen: Pursuant to paragraph Section 2(a) of the that certain Investment Management Trust Agreement between Quartet Allegro Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________July 2, 2013 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, QUARTET ALLEGRO MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. Cantor Xxxxxxxxxx & Co. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo Xxxxxxx X. Xxxx, Xx. and Xxxxxxx Xxxxxx Xxxxxxxx Re: Trust Account No. _________________- Interest Withdrawal for Tax Payment Gentlemen: Pursuant to paragraph Section 2(b) of the that certain Investment Management Trust Agreement between Quartet Allegro Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________July 2, 2013 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, which does not exceed, in the aggregate with all such prior disbursements pursuant to Section 2(b), if any, the maximum amount set forth in Section 2(b). The Company needs such funds to cover pay its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET ALLEGRO MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.Cantor Xxxxxxxxxx & Co.

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger Corp. Stellar Acquisition III Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________[●], 2013 2016 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (“Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ____________[●], 20__ and to transfer the total proceeds to into the Trust Checking Account trust checking account at XX Xxxxxx Chase Bank Bank, N.A. to await distribution to the Public Stockholders. The Company has selected __________[●], 20__, 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 in the Trust Accountfunds, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER CORP. Stellar Acquisition III Inc. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Xxxxxx, Vice President Re: Trust Account No. __ Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Corp. Stellar Acquisition III Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________[●], 2013 2016 (“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 its the tax obligationsobligations as set forth on the attached tax return or tax statement] [for working capital purposes]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. Stellar Acquisition III Inc. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx and Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.Paolo

Appears in 1 contract

Samples: Investment Management Trust Agreement (Stellar Acquisition III Inc.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Quartet Merger Chardan NexTech Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________[●], 2013 2021 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ [●] and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank [•] to await distribution to the Public StockholdersShareholders. The Company has selected ____________, 20__ [●] as the record effective date for the purpose of determining when the Public Stockholders Shareholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER CHARDAN NEXTECH ACQUISITION CORP. By: Xxxx X. XxxxxxxxxXxxxx Xxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Chief Executive Officer and Secretary cc: EarlyBirdCapitalChardan Capital Markets, Inc. LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx X.X. 00000 Attn: Xxxxx Di Paolo Xxxxxxx Xxxx and Xxxxxxx Xxxxxx Xxxxxxxx Re: Trust Account No. [●] Withdrawal Instructions Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger Chardan NexTech Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________[●], 2013 2021 (“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 obligationsobligations as a result of such interest income. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CHARDAN NEXTECH ACQUISITION CORP. By: Xxxx X. XxxxxxxxxXxxxx Xxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Chief Executive Officer and Secretary cc: EarlyBirdCapitalChardan Capital Markets, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.LLC

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger Corp. I-AM Capital Acquisition Company (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________[●], 2013 2017 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (“Business Combination”) within the time frame specified in the Company’s Amended amended and Restated Certificate restated certificate of Incorporationincorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ____________[●], 20__ and to transfer the total proceeds to into a segregated account held by you on behalf of the Trust Checking Account at XX Xxxxxx Chase Bank Beneficiaries to await distribution to the Public Stockholders. The Company has selected __________[●], 20__, 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 amended and Restated Certificate restated certificate of Incorporation incorporation of the Company. Upon the distribution of all the funds in the Trust Accountfunds, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER CORP. I-AM Capital Acquisition Company By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 1 Xxxxx Xxxxxx, 00xxXxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Stxxxx Xxxxxx xnd Shxxxxx Xxxxxx Re: Trust Account No. Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Corp. I-AM Capital Acquisition Company (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________[●], 2013 2017 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ [●] of the interest income earned on the Property as of the date hereof. 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 its the tax obligationsobligations as set forth on the attached tax return or tax statement] [for working capital purposes]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. I-AM Capital Acquisition Company By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Stxxxx Xxxxxx xnd Shxxxxx Xxxxxx Re: Trust Account No. [____] Shareholder Redemption Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(bSection 1(k) of the Investment Management Trust Agreement between Quartet Merger Corp. I-AM Capital Acquisition Company (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________[●], 2013 2017 (“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 hereofhereof to a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to cover pay its expenses relating Public Stockholders who have properly elected to investigating have their shares of Common Stock redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and selecting a target business and other working capital requirements. In accordance with restated certificate of incorporation that would affect the terms substance or timing of the Trust AgreementCompany’s obligation to redeem 100% of public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to a segregated account held by you on behalf of the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Beneficiaries. Very truly yours, QUARTET MERGER CORP. I-AM Capital Acquisition Company By: Name: Title: cc: Maxim Group LLC EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer& Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx X. Xxxxxxxxx, Chairman 00000 Attn: Stxxxx Xxxxxx xnd Shxxxxx Xxxxxx Re: Trust Account No. [ ] Extension Letter Gentlemen: Pursuant to Section 1(m) of the Board Investment Management Trust Agreement between I-AM Capital Acquisition Company (“Company”) and Continental Stock Transfer & Trust Company, dated as of [ ], 2017 (“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 (i) deposit [$291,667 (or $335,398 if the underwriters’ over-allotment option was exercised in full)], which will be wired to you, into the Trust Account investments upon receipt and (ii) apply [ ] of accrued interest held in the trust account toward the obligation of the Company’s sponsor to lend the Company $291,667 (or $335,398) in connection with such extension. This is the ____ of up to three Extension Letters. Very truly yours, I-AM CAPITAL ACQUISITION COMPANY By: Xxxxx Xxxx, Secretary Name: Title: cc: EarlyBirdCapital, Inc.Maxim Group LLC

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Quartet Merger Chardan Healthcare Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2013 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 Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on [______________ _] and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank [●] to await distribution to the Public StockholdersShareholders. The Company has selected [____________, 20__ _] as the record effective date for the purpose of determining when the Public Stockholders Shareholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER CHARDAN HEALTHCARE ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx[●], Chairman of the Board Chief Executive Officer By: Xxxxx Xxxx[●], Secretary cc: EarlyBirdCapital, Inc. Chardan Capital Markets LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx X.X. 00000 Attn: Xxxxx Di Paolo Fxxxxxx Xxxx and Xxxxxxx Xxxxxx Cxxxxxx Xxxxxxxx Re: Trust Account No. [___________] Withdrawal Instructions Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger Chardan Healthcare Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2013 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 obligationsobligations as a result of such interest income. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CHARDAN HEALTHCARE ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx[●], Chairman of the Board Chief Executive Officer By: Xxxxx Xxxx[●], Secretary cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.Chardan Capital Markets LLC

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 Quartet Merger Levy Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of ________November [12], 2013 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company 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 Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank to await distribution to the Public Stockholders. The Company has selected ____________, 20___ and to transfer the total proceeds into the trust checking account at XX Xxxxxx Xxxxx Bank, N.A. to await distribution to the Public Stockholders. The Company has selected [_________]3 if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination before [_________], as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 in 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. 3 Insert date that is 21 months from the closing of the Offering, or 24 months from the closing of the Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination before the 21-month period ends. Very truly yours, QUARTET MERGER CORP. Levy Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Citigroup Global Markets Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Xxxxxx, Vice President Re: Trust Account No. Tax Payment Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Levy Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of ___________November [12], 2013 (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 its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. Levy Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Citigroup Global Markets Inc.

Appears in 1 contract

Samples: Investment Management Trust Agreement (Levy Acquisition Corp)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger Acamar Partners Acquisition Corp. II (the “Company”) and Continental American Stock Transfer & Trust Company Company, LLC (the “Trustee”), dated as of ________, 2013 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ , 20[ * ] and to transfer the total proceeds to into a segregated account held by you on behalf of the Trust Checking Account at XX Xxxxxx Chase Bank Beneficiaries to await distribution to the Public Stockholders. The Company has selected ____________, 20__ [ * ]1 as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, QUARTET MERGER CORP. Acamar Partners Acquisition Corp. II By: Xxxx X. XxxxxxxxxName: Title: cc: BofA Securities, Chairman Inc. Credit Suisse Securities (USA) LLC Gxxxxxx Sachs & Co. LLC 1 24 months from the closing of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. Offering. EXHIBIT D C [Letterhead of Company] [Insert date] Continental American Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx XxxxCompany, Xxx Xxxx LLC 6000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx AST Shareholder Services Re: Trust Account No. Tax Payment Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Acamar Partners Acquisition Corp. (the “Company”) and Continental American Stock Transfer & Trust Company Company, LLC (the “Trustee”), dated as of ___________, 2013 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ $ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. Acamar Partners Acquisition Corp. II By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.Title:

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Quartet Merger Corp. Cambridge Capital Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2013 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank UBS Financial Services Inc. to await distribution to the Public Stockholders. The Company has selected ____________, 20_ 20 __ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER CORP. CAMBRIDGE CAPITAL ACQUISITION CORPORATION By: Xxxx X. XxxxxxxxxXxxxxxxx Xxxxxx, Chairman of the Board By: Xxxxx Xxxx, Chief Executive Officer and Secretary cc: EarlyBirdCapital, Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo XxXxxxx and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger Corp. Cambridge Capital Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to 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, QUARTET MERGER CORP. CAMBRIDGE CAPITAL ACQUISITION CORPORATION By: Xxxx X. XxxxxxxxxXxxxxxxx Xxxxxx, Chairman of the Board By: Xxxxx Xxxx, Chief Executive Officer and Secretary cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo XxXxxxx and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. Cambridge Capital Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. CAMBRIDGE CAPITAL ACQUISITION CORPORATION By: Xxxx X. XxxxxxxxxXxxxxxxx Xxxxxx, Chairman of the Board By: Xxxxx Xxxx, Chief Executive Officer and Secretary cc: EarlyBirdCapital, Inc.

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 Quartet Merger Black Ridge Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________October 4, 2013 2017 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on [______________ _] and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank [ ] to await distribution to the Public Stockholders. The Company has selected [____________, 20__ _] as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER BLACK RIDGE ACQUISITION CORP. By: Xxxx X. XxxxxxxxxXxx XxXxxxxxxx, Chairman of the Board Chief Executive Officer By: Xxxxx XxxxXxx, Secretary Chief Financial Officer cc: EarlyBirdCapital, Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo Xxxx Xxxx and Xxxxxxx Xxxxxx Re: Trust Account No. XXX-XXXXXX Gentlemen: Pursuant to paragraph Section 2(a) of the Investment Management Trust Agreement between Quartet Merger Black Ridge Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________October 4, 2013 2017 (“Trust Agreement”), the Company hereby requests that you deliver to the Company [$_______ _] of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax obligationsobligations as a result of such interest income. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] BLACK RIDGE ACQUISITION CORP. By: Xxx XxXxxxxxxx, Chief Executive Officer By: Xxxxx Xxx, Chief Financial Officer cc: EarlyBirdCapital, Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxx Xxxx and Xxxxxxx Xxxxxx Re: Trust Account No. XXX-XXXXXX Gentlemen: Pursuant to Section 2(b) of the Investment Management Trust Agreement between Black Ridge Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of October 4, 2017 (“Trust Agreement”), the Company hereby requests that you deliver to the Company [$_______] of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its liquidation and dissolution expenses. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER BLACK RIDGE ACQUISITION CORP. By: Xxxx X. XxxxxxxxxXxx XxXxxxxxxx, Chairman of the Board Chief Executive Officer By: Xxxxx XxxxXxx, Secretary Chief Financial Officer cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo Xxxx Xxxx and Xxxxxxx Xxxxxx Re: Trust Account No. XXX-XXXXXX - Termination Letter Gentlemen: Pursuant Reference is made to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Black Ridge Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”)Company, dated as of __________October 4, 2013 2017 (“Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. Pursuant to Section 1(j) of the Trust Agreement, this is to advise you that the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereofhas sought an Amendment. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In Accordingly, in accordance with the terms of the Trust Agreement, we hereby authorize you are hereby directed to liquidate the Trust Account on [ ] and authorized to transfer (via wire transfer) such funds promptly upon your receipt $_____ of this letter the proceeds of the Trust to the Company’s operating checking account at: [WIRE INSTRUCTION INFORMATIONat [ ] 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 BLACK RIDGE ACQUISITION CORP. By: Xxxx X. XxxxxxxxxXxx XxXxxxxxxx, Chairman of the Board Chief Executive Officer By: Xxxxx XxxxXxx, Secretary Chief Financial Officer cc: EarlyBirdCapital, Inc.

Appears in 1 contract

Samples: Investment Management Trust Agreement (Black Ridge Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Quartet Merger Corp. AGBA Acquisition Limited (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________[*], 2013 2019 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, 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 Operating Account at XX J.X. Xxxxxx Chase Bank Chase, N.A.. to await distribution to the Public StockholdersShareholders. The Company has selected [____________, 20__ _] as the record effective date for the purpose of determining when the Public Stockholders Shareholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate Memorandum and Articles of Incorporation 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, QUARTET MERGER CORP. AGBA ACQUISITION LIMITED By: Xxxx X. Xxxxxxxxx, Chairman of the Board Name: Title: By: Xxxxx Xxxx, Name: Title: Secretary/Assistant Secretary cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Attn: Xxxxx Di Paolo Fxxxxxx Xxxx and Xxxxxxx Xxxxxx Cxxxxxx Xxxxxxxx Re: Trust Account No. [___________] Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger Corp. AGBA Acquisition Limited (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________[*], 2013 2019 (“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] AGBA ACQUISITION LIMITED By: Name: Title: cc: Maxim Group LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account No. [______________] Extension Letter Gentlemen: Pursuant to Section 1(l) of the Investment Management Trust Agreement between AGBA Acquisition Limited (“Company”) and Continental Stock Transfer & Trust Company, dated as of [*], 2019 (“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 [$400,000] [(or $460,000 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 three Extension Letters. Very truly yours, QUARTET MERGER CORP. AGBA ACQUISITION LIMITED By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Attn: Xxxxx Di Paolo Fxxxxxx Xxxx and Xxxxxxx Xxxxxx Cxxxxxx Xxxxxxxx Re: Trust Account No. [______________] - Irrevocable Instruction in Connection with Business Combination Gentlemen: Pursuant to paragraph 2(bparagraphs 1(m) and 3(g) of the Investment Management Trust Agreement between Quartet Merger Corp. AGBA Acquisition Limited (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [*], 2019 (“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 $______, for a total disbursement of $__________________which is not less than $10.00 (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) 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, 2013 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. The Shareholder wire instructions are attached. We understand that a servicing fee of $250.00 will deducted from the payment. A 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 in bad faith. 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, and no amendment or modification to the instructions set forth herein may be made without the prior written consent of the Shareholder. 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. Very truly yours, AGBA ACQUISITION LIMITED By: Name: Title: Acknowledged and Agreed: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee Name: Title: Cc: [SHAREHOLDER]. Attachments: Shareholder Wire Instructions Share advice or instruction EXHIBIT F [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account No. [______________] - Irrevocable Instruction in Connection with Business Combination Gentlemen: Pursuant to paragraphs 1(n) and 3(h) of the Investment Management Trust Agreement between AGBA Acquisition Limited (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [*], 2019 (“Trust Agreement”), this constitutes our irrevocable instruction to you to (i) in conjunction with the Company hereby requests that you deliver to Business Combination (as defined in the Company Trust Agreement), disburse a per share amount of $______, for a total disbursement 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 interest income earned on Company delivered to you prior to or concurrently herewith for redemption in connection with the Property as 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. Our wire instructions are attached. We understand that a servicing fee of the date hereof$250.00 will deducted from our payment. A share advice or DWAC instruction from our broker is attached. The Company needs such funds to cover 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 expenses relating to investigating and selecting a target business and other working capital requirements. In accordance attorneys) incurred by or asserted against you or any of them arising out of or in connection with the terms 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 in bad faith. 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 Trust Agreement, you are Company does hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to extend the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] 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. No amendment or modification to the instructions set forth herein may be made without the prior written consent of the Shareholder. By signing below, the person executing this letter certifies that they are duly authorized to execute this letter on behalf of the Shareholder and to bind the Shareholder to all of the terms and conditions contained herein. Very truly yours, QUARTET MERGER CORP. [SHAREHOLDER] By: Xxxx X. XxxxxxxxxName: Title: Acknowledged and Agreed: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, Chairman of the Board Byas Trustee Name: Title: Cc: AGBA Acquisition Limited Rxxx 0000, 00xx Xxxxx, Xxxxx XxxxX Xxx Xxxxxxxx Xxxxx, Secretary cc00 Science Museum Road Tsimshatsui East, Kowloon, Hong Kong Attn: EarlyBirdCapitalGxxxxx Xxx , Inc.Chief Executive Officer Attachments: Shareholder Wire Instructions Share advice or instruction

Appears in 1 contract

Samples: Investment Management Trust Agreement (AGBA Acquisition LTD)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger Xxxxxxxx Capital Acquisition Corp. III (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________[●], 2013 2017 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (“Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on [●], 20[______________ ] and to transfer the total proceeds to into a segregated account held by you on behalf of the Trust Checking Account at XX Xxxxxx Chase Bank Beneficiaries to await distribution to the Public Stockholders. The Company has selected [●], 20[____________], 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 in the Trust Accountfunds, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER CORP. Xxxxxxxx Capital Acquisition Corp. III By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. Credit Suisse Securities (USA) LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo Xxxxxx Xxxxxx and Xxxxxxx Xxxxxx Xxxx Re: Trust Account No. __ Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Xxxxxxxx Capital Acquisition Corp. III (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________[●], 2013 2017 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ [●] of the interest income earned on the Property as of the date hereof. 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 its the tax obligationsobligations as set forth on the attached tax return or tax statement] [for working capital purposes]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. Xxxxxxxx Capital Acquisition Corp. III By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. Credit Suisse Securities (USA) LLC EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo Xxxxxx Xxxxxx and Xxxxxxx Xxxxxx Xxxx Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(bSection 1(k) of the Investment Management Trust Agreement between Quartet Merger Xxxxxxxx Capital Acquisition Corp. III (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________[●], 2013 2017 (“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 hereofhereof to a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to cover pay its expenses relating Public Stockholders who have properly elected to investigating have their shares of Common Stock redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and selecting a target business and other working capital requirements. In accordance with restated certificate of incorporation that would affect the terms substance or timing of the Trust AgreementCompany’s obligation to redeem 100% of public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to a segregated account held by you on behalf of the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Beneficiaries. Very truly yours, QUARTET MERGER CORP. Xxxxxxxx Capital Acquisition Corp. III By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc.Credit Suisse Securities (USA) LLC

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger GP Investments Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________May 19, 2013 2015 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (“Business Combination”) within the time frame specified in the Company’s Amended amended and Restated Certificate restated memorandum and articles of Incorporation, association as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ [●], 2017 and to transfer the total proceeds to into the Trust Checking Account trust checking account at XX Xxxxxx Chase Bank Citibank, N.A. to await distribution to the Public StockholdersShareholders. The Company has selected ____________[●], 20__ 2017, as the record date for the purpose of determining the Public Stockholders 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 and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders Shareholders in accordance with the terms of the Trust Agreement and the Amended amended and Restated Certificate restated memorandum and articles of Incorporation association of the Company. Upon the distribution of all the funds in the Trust Accountfunds, 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, QUARTET MERGER CORP. GP Investments Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Citigroup Global Markets Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Cxxxxxx Xxxxxx Re: Trust Account No. Tax Payment Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger GP Investments Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________May 19, 2013 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. 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 its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. GP Investments Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Citigroup Global Markets Inc.

Appears in 1 contract

Samples: Investment Management Trust Agreement (GP Investments Acquisition Corp.)

Termination Letter. GentlemenDear : Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger Xxxxxx Xxxxxxxxxx Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of ________[•], 2013 2020 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company 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 Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ , 20 and to transfer the total proceeds to into the Trust Checking Account trust operating account at XX X.X. Xxxxxx Chase Bank Bank, N.A. to await distribution to the Public Stockholders. The Company has selected ____________, 20__ [ ] as the record effective date for the purpose of determining when the Public Stockholders will be 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 Accounttrust operating account. You agree to be the Paying Agent of record and 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 in 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, QUARTET MERGER XXXXXX XXXXXXXXXX ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Citigroup Global Markets Inc. and Xxxxxxxxx LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. GentlemenTax Payment Withdrawal Instruction Dear : Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Xxxxxx Xxxxxxxxxx Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________[•], 2013 2020 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ $ of the interest income earned on the Property as of the date hereof. 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 its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER XXXXXX XXXXXXXXXX ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Citigroup Global Markets Inc. and Xxxxxxxxx LLC EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. GentlemenShareholder Redemption Withdrawal Instruction Dear : Pursuant Reference is made to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Xxxxxx Xxxxxxxxxx Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________[·], 2013 2020 (“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(k) of the Trust Agreement, this is to advise you that the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereofhas sought an Amendment. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In Accordingly, in accordance with the terms of the Trust Agreement, we hereby authorize you are hereby directed to liquidate a sufficient portion of the Trust Account and authorized to transfer (via wire transfer) such funds promptly upon your receipt $[·] of this letter the proceeds of the Trust Account to the Company’s trust operating account at: [WIRE INSTRUCTION INFORMATION] at X.X. Xxxxxx Xxxxx Bank, N.A. for distribution to the stockholders that have requested conversion of their shares in connection with such Amendment. Very truly yours, QUARTET MERGER XXXXXX XXXXXXXXXX ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc.Citigroup Global Markets Inc. and Xxxxxxxxx LLC

Appears in 1 contract

Samples: Investment Management Trust Agreement (Montes Archimedes Acquisition Corp)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Quartet Merger Corp. Electrum Special Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2013 2015 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank ______________ to await distribution to the Public StockholdersShareholders. The Company has selected ____________, 20__ as the record date for the purpose of determining the Public Stockholders 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 Stockholders Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate Memorandum and Articles of Incorporation 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, QUARTET MERGER CORP. ELECTRUM SPECIAL ACQUISITION CORPORATION By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. Cantor Fxxxxxxxxx & Co. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Fxxxx Di Paolo and Xxxxxxx Cxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger Corp. Electrum Special Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2013 2015 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. ELECTRUM SPECIAL ACQUISITION CORPORATION By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. Cantor Fxxxxxxxxx & Co. EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo Sxxxxx Xxxxxx and Xxxxxxx Xxxxxx Fxxxx XxXxxxx Re: Trust Account No. [________] - Termination Letter Gentlemen: Pursuant Reference is made to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. Electrum Special Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”)Company, dated as of __________, 2013 2015 (“Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. Pursuant to Section 1(k) of the Trust Agreement, this is to advise you that the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereofhas sought an Amendment. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In Accordingly, in accordance with the terms of the Trust Agreement, we hereby authorize you are hereby directed to liquidate the Trust Account on [ ] and authorized to transfer (via wire transfer) such funds promptly upon your receipt $_____ of this letter the proceeds of the Trust to the Company’s operating checking account at: [WIRE INSTRUCTION INFORMATIONat [ ] for distribution to the stockholders that have requested redemption 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. ELECTRUM SPECIAL ACQUISITION CORPORATION By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.Cantor Fxxxxxxxxx & Co.

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 Quartet Merger Corp. Stellar Acquisition III Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________August 18, 2013 2016 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (“Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ____________[●], 20__ and to transfer the total proceeds to into the Trust Checking Account trust checking account at XX Xxxxxx Chase Bank Bank, N.A. to await distribution to the Public Stockholders. The Company has selected __________[●], 20__, 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 in the Trust Accountfunds, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER CORP. Stellar Acquisition III Inc. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Xxxxxx, Vice President Re: Trust Account No. Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Corp. Stellar Acquisition III Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________August 18, 2013 2016 (“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 its the tax obligationsobligations as set forth on the attached tax return or tax statement] [for working capital purposes]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. Stellar Acquisition III Inc. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx and Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. [ ] Extension Letter Gentlemen: Pursuant to paragraph 2(bSection 1(l) of the Investment Management Trust Agreement between Quartet Merger Corp. Stellar Acquisition III Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”)Company, dated as of August 18, 2016 (“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 __________, 2013 _ (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”), 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, we hereby authorize you are hereby directed to (i) deposit [$376,167 (or $436,042 if the underwriters’ over-allotment option was exercised in full)], which will be wired to you, into the Trust Account investments upon receipt and authorized to transfer (via wire transferii) such funds promptly upon your receipt apply [ ] of this letter to accrued interest held in the trust account toward the obligation of the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] sponsors to lend the Company $376,167 (or $436,042) in connection with such extension. This is the ____ of up to three Extension Letters. Very truly yours, QUARTET MERGER CORPSTELLAR ACQUISITION III INC. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc.Maxim Group LLC

Appears in 1 contract

Samples: Investment Management Trust Agreement (Stellar Acquisition III Inc.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Quartet Merger Corp. Wealthbridge Acquisition Limited (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________February 5, 2013 2019 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, 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 Operating Account at XX Xxxxxx JPMorgan Chase Bank Bank, N.A. to await distribution to the Public StockholdersShareholders. The Company has selected [____________, 20__ _] as the record effective date for the purpose of determining when the Public Stockholders Shareholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate Memorandum and Articles of Incorporation 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, QUARTET MERGER CORP. WEALTHBRIDGE ACQUISITION LIMITED By: Xxxx X. Xxxxxxxxx, Chairman of the Board Name: Title: By: Xxxxx Xxxx, Name: Title: Secretary/Assistant Secretary cc: EarlyBirdCapitalChardan Capital Markets, Inc. LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Attn: Xxxxx Di Paolo Fxxxxxx Xxxx and Xxxxxxx Xxxxxx Cxxxxxx Xxxxxxxx Re: Trust Account No. [___________] Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger Corp. Wealthbridge Acquisition Limited (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________February 5, 2013 2019 (“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] WEALTHBRIDGE ACQUISITION LIMITED By: Name: Title: cc: Chardan Capital Markets, LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account No. [______________] Extension Letter Gentlemen: Pursuant to Section 1(l) of the Investment Management Trust Agreement between Wealthbridge Acquisition Limited (“Company”) and Continental Stock Transfer & Trust Company, dated as of February 5, 2019 (“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 [$500,000] [(or $575,000 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 three Extension Letters. Very truly yours, QUARTET MERGER CORP. WEALTHBRIDGE ACQUISITION LIMITED By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapitalChardan Capital Markets, Inc. LLC EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Attn: Xxxxx Di Paolo Fxxxxxx Xxxx and Xxxxxxx Xxxxxx Cxxxxxx Xxxxxxxx Re: Trust Account No. [______________] - Irrevocable Instruction in Connection with Business Combination Gentlemen: Pursuant to paragraph 2(bparagraphs 1(m) and 3(g) of the Investment Management Trust Agreement between Quartet Merger Corp. Wealthbridge Acquisition Limited (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of February 5, 2019 (“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 $______, for a total disbursement of $__________________which is not less than $10.00 (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) 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, 2013 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. The Shareholder wire instructions are attached. A 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 in bad faith. 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, and no amendment or modification to the instructions set forth herein may be made without the prior written consent of the Shareholder. 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. Very truly yours, WEALTHBRIDGE ACQUISITION LIMITED By: Name: Title: Acknowledged and Agreed: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee Name: Title: Cc: [SHAREHOLDER]. Attachments: Shareholder Wire Instructions Share advice or instruction EXHIBIT F [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account No. [______________] - Irrevocable Instruction in Connection with Business Combination Gentlemen: Pursuant to paragraphs 1(n) and 3(h) of the Investment Management Trust Agreement between Wealthbridge Acquisition Limited (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of February 5, 2019 (“Trust Agreement”), this constitutes our irrevocable instruction to you to (i) in conjunction with the Company hereby requests that you deliver to Business Combination (as defined in the Company Trust Agreement), disburse a per share amount of $______, for a total disbursement 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 interest income earned on Company delivered to you prior to or concurrently herewith for redemption in connection with the Property as 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. Our wire instructions are attached. We understand that a servicing fee of the date hereof$250.00 will deducted from our payment. A share advice or DWAC instruction from our broker is attached. The Company needs such funds to cover 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 expenses relating to investigating and selecting a target business and other working capital requirements. In accordance attorneys) incurred by or asserted against you or any of them arising out of or in connection with the terms 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 in bad faith. 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 Trust Agreement, you are Company does hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to extend the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] 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. No amendment or modification to the instructions set forth herein may be made without the prior written consent of the Shareholder. By signing below, the person executing this letter certifies that they are duly authorized to execute this letter on behalf of the Shareholder and to bind the Shareholder to all of the terms and conditions contained herein. Very truly yours, QUARTET MERGER CORP. [SHAREHOLDER] By: Name: Title: Acknowledged and Agreed: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee Name: Title: Cc: Wealthbridge Acquisition Limited Fxxx X, 0/X, Xxxxx X Txxxxxxx Xxxxxx Xx. 000 Xxxxx Xxxx X. XxxxxxxxxWanchai, Chairman of the Board ByHong Kong Attn: Xxxxx XxxxYxxxxxxxx Xxx , Secretary ccChief Executive Officer Attachments: EarlyBirdCapital, Inc.Shareholder Wire Instructions Share advice or instruction

Appears in 1 contract

Samples: Investment Management Trust Agreement (Wealthbridge Acquisition LTD)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Quartet Merger Capital TEN Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ______________, 2013 2008 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s 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 you, to liquidate all commence liquidation of the Trust Account investments on as promptly as practicable. The Company has appointed [______________ and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank to await distribution to the Public Stockholders. The Company has selected ____________] to serve as its Designated Paying Agent; accordingly, 20__ you will notify the Company and the “Designated Paying Agent” in writing as the record date for the purpose of determining the Public Stockholders entitled to receive their share when all of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit funds in the Trust Checking AccountAccount will be available for immediate transfer (the “Transfer Date”). You agree to be the The Designated Paying Agent of record and in your separate capacity shall thereafter notify you as Paying Agent, to distribute said funds directly to the Public Stockholders 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 Company’s instructions. You shall have no obligation to oversee the Designated Paying Agent’s distribution of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Companyfunds. Upon the distribution payment to the Designated Paying Agent of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminatedterminate in accordance with the terms thereof. Very truly yours, QUARTET MERGER CAPITAL TEN ACQUISITION CORP. By: Xxxx Xxxxxx X. XxxxxxxxxXxxxxxxx, Chairman of the Board By: Chief Executive Officer Xxxxx XxxxX. X’Xxxxx, Corporate Secretary cc: EarlyBirdCapital, Ladenburg Xxxxxxxx & Co. Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxxx Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger Capital TEN Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ____________, 2013 2008 (“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 the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CAPITAL TEN ACQUISITION CORP. By: Xxxx Xxxxxx X. XxxxxxxxxXxxxxxxx, Chairman of the Board By: Chief Executive Officer Xxxxx XxxxX. X’Xxxxx, Corporate Secretary cc: EarlyBirdCapital, Ladenburg Xxxxxxxx & Co. Inc. EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxxx Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Capital TEN Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ______________, 2013 2008 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $____________ of the interest income earned on the Property as of the date hereof, which does not exceed, in the aggregate with all such prior disbursements pursuant to paragraph 2(b), if any, the maximum amount set forth in paragraph 2(b). The Company needs such funds to cover pay its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CAPITAL TEN ACQUISITION CORP. By: Xxxx Xxxxxx X. XxxxxxxxxXxxxxxxx, Chairman of the Board By: Chief Executive Officer Xxxxx XxxxX. X’Xxxxx, Corporate Secretary cc: EarlyBirdCapitalLadenburg Xxxxxxxx & Co. Inc. EXHIBIT E AUTHORIZED INDIVIDUAL(S) FOR TELEPHONE CALL BACK AUTHORIZED TELEPHONE NUMBER(S) Company: Capital TEN Acquisition Corp. 000 Xxxxxxx Xxxxxxxxx Xxxxxxxxx, Inc.Xxx Xxxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx, Chief Executive Officer (000) 000-0000 Trustee: Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: [_____________] [(000) 000-0000]

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger WX Xxxx Holding Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________[●], 2013 2014 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (“Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ [●], 2016 and to transfer the total proceeds to into the Trust Checking Account trust checking account at XX JX Xxxxxx Chase Bank Cxxxx Bank, N.A. to await distribution to the Public Stockholders. The Company has selected ____________[●], 20__ 2016, as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 in the Trust Accountfunds, 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, QUARTET MERGER CORP. WX Xxxx Holding Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. [●] EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Cxxxxxx Xxxxxx, Vice President Re: Trust Account No. Tax Payment Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger WX Xxxx Holding Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________[●], 2013 2014 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ $ [●] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. WX Xxxx Holding Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.●]

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger AR Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of ________October 1, 2013 2014 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company 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 Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank to await distribution to the Public Stockholders. The Company has selected ____________, 20___ and to transfer the total proceeds into the trust checking account at JX Xxxxxx Chase Bank, N.A. to await distribution to the Public Stockholders. The Company has selected October 7, 2016 as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 in 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, QUARTET MERGER CORP. AR Capital Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Citigroup Global Markets Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Accounting Department: Fxxxx Di Paolo and Xxxxxxx Cxxxxxx Xxxxxx Re: Trust Account No. Tax Payment Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger AR Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of ___________October 1, 2013 2014 (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 its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. AR Capital Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Citigroup Global Markets Inc.

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 Quartet Merger Corp. Terrapin 3 Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2013 2014 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (“Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ , 20 and to transfer the total proceeds to into the Trust Checking Account trust checking account at XX Xxxxxx Chase Bank Xxxxx Bank, N.A. to await distribution to the Public Stockholders. The Company has selected ____________, 20__ 2016 (provided that such period may be extended if the Company requires additional time for regulatory compliance, unless such extension would result in the Company being deemed an "investment company" as defined in the Investment Company Act of 1940, as amended), as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 in the Trust Accountfunds, 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, QUARTET MERGER CORP. Terrapin 3 Acquisition Corporation By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. [●] EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Xxxxxx, Vice President Re: Trust Account No. Tax Payment or Working Capital Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Corp. Terrapin 3 Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2013 2014 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for its the tax obligationsobligations as set forth on the attached tax return or tax statement] [for working capital purposes]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. Terrapin 3 Acquisition Corporation By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.●]

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Quartet Merger National Energy Services Reunited Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2013 2017 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank ______________ to await distribution to the Public StockholdersShareholders. The Company has selected ____________, 20__ as the record date for the purpose of determining the Public Stockholders 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 Stockholders Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate Memorandum and Articles of Incorporation 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, QUARTET MERGER NATIONAL ENERGY SERVICES REUNITED CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 1 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo Sxxxxxx Xxxxxx and Xxxxxxx Xxxxxx Cxxxxxx Xxxxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger National Energy Services Reunited Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2013 2017 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax obligations______. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER NATIONAL ENERGY SERVICES REUNITED CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 1 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo Sxxxxx X. Xxxxxx and Xxxxxxx Sxxxxxx Xxxxxx Re: Trust Account No. [________] - Termination Letter Gentlemen: Pursuant Reference is made to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger National Energy Services Reunited Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”)Company, dated as of __________, 2013 2017 (“Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. Pursuant to Section 1(k) of the Trust Agreement, this is to advise you that the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereofhas sought an Amendment. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In Accordingly, in accordance with the terms of the Trust Agreement, we hereby authorize you are hereby directed to liquidate the Trust Account on [ ] and authorized to transfer (via wire transfer) such funds promptly upon your receipt $_____ of this letter the proceeds of the Trust to the Company’s operating checking account at: [WIRE INSTRUCTION INFORMATIONat [ ] for distribution to the stockholders that have requested redemption of their shares in connection with such Amendment. The remaining funds shall be reinvested by you as previously instructed. Very truly yours, QUARTET MERGER NATIONAL ENERGY SERVICES REUNITED CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.Maxim Group LLC

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger Acamar Partners Acquisition Corp. (the “Company”) and Continental American Stock Transfer & Trust Company Company, LLC (the “Trustee”), dated as of ________, 2013 2019 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ , 20[ * ] and to transfer the total proceeds to into a segregated account held by you on behalf of the Trust Checking Account at XX Xxxxxx Chase Bank Beneficiaries to await distribution to the Public Stockholders. The Company has selected ____________, 20__ [ * ]1 as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, QUARTET MERGER CORP. Acamar Partners Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman Name: Title: cc: Gxxxxxx Sachs & Co. LLC Deutsche Bank Securities Inc. 1 24 months from the closing of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. Offering. EXHIBIT D C [Letterhead of Company] [Insert date] Continental American Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx XxxxCompany, Xxx Xxxx LLC 6000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx AST Shareholder Services Re: Trust Account No. Tax Payment Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Acamar Partners Acquisition Corp. (the “Company”) and Continental American Stock Transfer & Trust Company Company, LLC (the “Trustee”), dated as of ___________, 2013 2019 (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 its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. Acamar Partners Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Gxxxxxx Sxxxx & Co. LLC Deutsche Bank Securities Inc. EXHIBIT E D [Letterhead of Company] [Insert date] Continental American Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx XxxxCompany, Xxx Xxxx LLC 6000 00xx Xxxxxx Xxxxxxxx, XX 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx AST Shareholder Services Re: Trust Account No. Stockholder Redemption Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(bSection 1(k) of the Investment Management Trust Agreement between Quartet Merger Acamar Partners Acquisition Corp. (the “Company”) and Continental American Stock Transfer & Trust Company Company, LLC (the “Trustee”), dated as of __________, 2013 2018[9] (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ redeeming Public Stockholders of the Company $ of the principal and interest income earned on the Property as of the date hereofhereof into a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to cover pay its expenses relating Public Stockholders who have properly elected to investigating have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and selecting a target business and other working capital requirements. In accordance with restated certificate of incorporation to modify the terms substance or timing of the Trust AgreementCompany’s obligation to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to into a segregated account held by you on behalf of the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Beneficiaries. Very truly yours, QUARTET MERGER CORP. Acamar Partners Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Gxxxxxx Sachs & Co. LLC Deutsche Bank Securities Inc.

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Quartet Merger Pacific Special Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________[•], 2013 2015 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank Bank, NA to await distribution to the Public StockholdersShareholders. The Company has selected ____________, 20__ as the record date for the purpose of determining the Public Stockholders 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 Stockholders Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate Memorandum and Articles of Incorporation 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, QUARTET MERGER PACIFIC SPECIAL ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxxxxxx Xxxx, Secretary Chief Executive Officer and Chief Financial Officer cc: EarlyBirdCapital, Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx and Xxxxx Di Paolo and Xxxxxxx Xxxxxx Paol Re: Trust Account No. [insert no.]___ Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger Pacific Special Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2013 [•] (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to 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, QUARTET MERGER PACIFIC SPECIAL ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxxxxxx Xxxx, Secretary Chief Executive Officer and Chief Financial Officer cc: EarlyBirdCapital, Inc. EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx and Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. [insert no.]___ Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Pacific Special Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________[•], 2013 2015 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER PACIFIC SPECIAL ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxxxxxx Xxxx, Secretary Chief Executive Officer and Chief Financial Officer cc: EarlyBirdCapital, Inc.

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger Corp. GEF Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of ________, 2013 __ (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (the “Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank to await distribution to the Public Stockholders. The Company has selected ____________, 20___ and to transfer the total proceeds into the trust checking account at JX Xxxxxx Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected __________ as the record date for the purpose of determining the Public Stockholders 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 and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate Memorandum and Articles of Incorporation 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 or dividends will be earned. Upon the distribution of all the funds in funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, 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, QUARTET MERGER CORP. GEF Acquisition Corporation By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: Maxim Group LLC EarlyBirdCapital, Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Cxxxxxx Xxxxxx, Vice President Re: Trust Account No. Tax Payment Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Corp. GEF Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of ___________, 2013 _ (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 its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. GEF Acquisition Corporation By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: Maxim Group LLC EarlyBirdCapital, Inc. EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Cxxxxxx Xxxxxx, Vice President Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(bSection 1(k) of the Investment Management Trust Agreement between Quartet Merger Corp. GEF Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of __________, 2013 _ (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 cover pay its expenses relating public shareholders who have properly elected to investigating and selecting a target business and other working capital requirements. In accordance have their Ordinary Shares redeemed by the Company in connection with the terms shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association to extend the time in which the Company must complete a Business Combination or liquidate the Trust AgreementAccount affairs. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. GEF Acquisition Corporation By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: Maxim Group LLC EarlyBirdCapital, Inc.

Appears in 1 contract

Samples: Investment Management Trust Agreement (GEF Acquisition Corp)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger Xxxxxxxx Capital Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2013 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (“Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ , 20 and to transfer the total proceeds to into the Trust Checking Account trust checking account at XX Xxxxxx Chase Bank Xxxxx Bank, N.A. to await distribution to the Public Stockholders. The Company has selected ____________, 20__ 2016, or ●, 2017 if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination before ●, 2016, as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 in the Trust Accountfunds, 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, QUARTET MERGER CORP. Xxxxxxxx Capital Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. [●] EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Xxxxxx, Vice President Re: Trust Account No. Tax Payment Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Xxxxxxxx Capital Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ $ of the interest income earned on the Property as of the date hereof. 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 its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. Xxxxxxxx Capital Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.●]

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 Quartet Merger Barington/Hilco Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2013 2015 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at XX JX Xxxxxx Chase Cxxxx Bank to await distribution to the Public Stockholders. The Company has selected ____________, 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER BARINGTON/HILCO ACQUISTION CORP. By: Xxxx Jxxxx X. XxxxxxxxxXxxxxxxxxxx, Chairman of the Board By: Xxxxx XxxxJxxxx X. Xxxxxx, Secretary cc: EarlyBirdCapital, Inc. EXHIBIT D Exhibit C [Letterhead of Company] [Insert dateDate] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo Fxxxx XxXxxxx and Xxxxxxx Cxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger Barington/Hilco Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2013 2015 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER BARINGTON/HILCO ACQUISTION CORP. By: Xxxx Jxxxx X. XxxxxxxxxXxxxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Barington/Hilco Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger Hydra Industries Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [________], 2013 2014 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (“Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ , 20 and to transfer the total proceeds to into the Trust Checking Account trust checking account at XX Xxxxxx Chase Bank Xxxxx Bank, N.A. to await distribution to the Public Stockholders. The Company has selected ____________, 20__ 2016, as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 in the Trust Accountfunds, 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, QUARTET MERGER CORP. Hydra Industries Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. UBS Securities LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Xxxxxx, Vice President Re: Trust Account No. Tax Payment or Working Capital Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Hydra Industries Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [___________], 2013 2014 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for its the tax obligationsobligations as set forth on the attached tax return or tax statement] [for working capital purposes]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. Hydra Industries Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.UBS Securities LLC

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 Quartet Merger Levy Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [________], 2013 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company 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 Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank to await distribution to the Public Stockholders. The Company has selected ____________, 20___ and to transfer the total proceeds into the trust checking account at JX Xxxxxx Cxxxx Bank, N.A. to await distribution to the Public Stockholders. The Company has selected [_________]3 if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination before [_________], as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 in 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, QUARTET MERGER CORP. Levy Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman Name: Title: cc: Citigroup Global Markets Inc. 3 Insert date that is 21 months from the closing of the Board By: Xxxxx XxxxOffering, Secretary cc: EarlyBirdCapitalor 24 months from the closing of the Offering if the Company has executed a letter of intent, Inc. agreement in principle or definitive agreement for an initial business combination before the 21-month period ends. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Cxxxxxx Xxxxxx, Vice President Re: Trust Account No. Tax Payment Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Levy Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [___________], 2013 (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 for its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. Levy Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Citigroup Global Markets Inc. EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Cxxxxxx Xxxxxx, Vice President Re: Trust Account No. Interest Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(bSection 1(k) of the Investment Management Trust Agreement between Quartet Merger Levy Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [__________], 2013 (“Trust Agreement”), this is to advise you that the Company hereby requests that you deliver to the Company $__________ of the interest 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(k), if any, the maximum amount set forth in Section 1(k). The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. Levy Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Citigroup Global Markets Inc.

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 Quartet Merger MedWorth Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________June 26, 2013 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on or before ______________ and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank UBS Financial Services Inc. to await distribution to the Company’s Public Stockholders. The Company has selected ____________, 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the 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 in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER MEDWORTH ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board :________________________________ By: Xxxxx Xxxx, Secretary :________________________________ cc: EarlyBirdCapital, Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Fxxxx Di Paolo and Xxxxxxx Cxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger MedWorth Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________June 26, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest and other 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] MEDWORTH ACQUISITION CORP. By:________________________________ By:________________________________ cc: EarlyBirdCapital, Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxx Di Paolo and Cxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between MedWorth Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of June 26, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest and other 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, including but not limited to expenses relating to the exercise of the over-allotment option, if applicable, and expenses related to the liquidation and dissolution of the Company, if applicable. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER MEDWORTH ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of :__________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $______________________ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary :________________________________ cc: EarlyBirdCapital, Inc.Inc. EXHIBIT E Authorized Individuals and Authorized Telephone Numbers Authorized Individual Authorized Telephone Numbers Cxxxxxx X. Xxxxxx (000)000-0000 Sxxxxxx X. Xxxxx (000)000-0000 Axxxxxx Xxxxxxx (000)000-0000 Ext. 701

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 Quartet Merger MedWorth Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2013 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on or before ______________ and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank UBS Financial Services Inc. to await distribution to the Company’s Public Stockholders. The Company has selected ____________, 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the 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 in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER MEDWORTH ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Fxxxx Di Paolo and Xxxxxxx Cxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger MedWorth Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest and other 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, QUARTET MERGER MEDWORTH ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Fxxxx Di Paolo and Xxxxxxx Cxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger MedWorth Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest and other 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, including but not limited to expenses relating to the exercise of the over-allotment option, if applicable, and expenses related to the liquidation and dissolution of the Company, if applicable. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER MEDWORTH ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.Inc. EXHIBIT E Authorized Individuals and Authorized Telephone Numbers

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 Quartet Merger CleanTech Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [______________], 2013 2021 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on [______________ _] and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank [●] to await distribution to the Public StockholdersShareholders. The Company has selected [____________, 20__ _] as the record effective date for the purpose of determining when the Public Stockholders Shareholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER CLEANTECH ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx[●], Chairman of the Board Chief Executive Officer By: Xxxxx Xxxx[●], Secretary cc: EarlyBirdCapitalChardan Capital Markets, Inc. LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx X.X. 00000 Attn: Xxxxx Di Paolo Xxxxxxx Xxxx and Xxxxxxx Xxxxxx Xxxxxxxx Re: Trust Account No. [___________] Withdrawal Instructions Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger CleanTech Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [______________], 2013 2021 (“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, QUARTET MERGER CLEANTECH ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx[●], Chairman of the Board Chief Executive Officer By: Xxxxx Xxxx[●], Secretary cc: EarlyBirdCapitalChardan Capital Markets, Inc. LLC EXHIBIT E B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx X.X. 00000 Attn: Xxxxx Di Paolo Xxxxxxx Xxxx and Xxxxxxx Xxxxxx Xxxxxxxx Re: Trust Account No. [______________] – Extension Letter Gentlemen: Pursuant to paragraph 2(b1(j) of the Investment Management Trust Agreement between Quartet Merger CleanTech Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [______________], 2013 2021 (“Trust Agreement”), this is to advise you that the Company hereby requests that you deliver is extending the time available in order to consummate a Business Combination with the Company $Target Businesses for an additional three (3) months, from ______________ of to ______________ (the interest income earned on “Extension”). Capitalized words used herein and not otherwise defined shall have the Property meanings ascribed to them in the Trust Agreement. This Extension Letter shall serve as of the date hereof. The Company needs such funds notice required with respect to cover its expenses relating Extension prior to investigating and selecting a target business and other working capital requirementsthe Applicable Deadline. In accordance with the terms of the Trust Agreement, we hereby authorize you are hereby directed and authorized to transfer deposit $[_] [(via wire transfer) such funds promptly or $[_] if the underwriters’ over-allotment option was exercised in full)], which will be wired to you, into the Trust Account investments upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] receipt. Very truly yours, QUARTET MERGER CLEANTECH ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx[●], Chairman of the Board Chief Executive Officer By: Xxxxx Xxxx[●], Secretary cc: EarlyBirdCapitalChardan Capital Markets, Inc.LLC

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Quartet Merger KBL Healthcare Acquisition Corp. III (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2013 2007 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s 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 you, to liquidate all commence liquidation of the Trust Account investments on ______________ and as promptly as practicable to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank to await distribution to the Public Stockholders. The Company has selected ____________, 20__ as the stockholders of record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit Last Date (as defined in the Trust Checking AccountAgreement). You agree will notify the Company in writing as to when all of the funds in the Trust Account will be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders available for immediate transfer (“Transfer Date”) in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. You shall commence distribution of such funds in accordance with the terms of the Trust Agreement and the Certificate of Incorporation of the Company and you shall oversee the distribution of the funds. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER KBL HEALTHCARE ACQUISITION CORP. III By: Xxxx X. XxxxxxxxxXxxxxxx Xxxx, Chairman of the Board By: Xxxxx XxxxXxxxxxx Xxxxxx, Secretary cc: EarlyBirdCapital, Citigroup Global Markets Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger KBL Healthcare Acquisition Corp. III (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2013 2007 (“Trust Agreement”), this is to advise you that 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 the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER KBL HEALTHCARE ACQUISITION CORP. III By: Xxxx X. XxxxxxxxxXxxxxxx Xxxx, Chairman of the Board By: Xxxxx XxxxXxxxxxx Xxxxxx, Secretary cc: EarlyBirdCapital, Citigroup Global Markets Inc. EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger KBL Healthcare Acquisition Corp. III (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 2007 (“Trust Agreement”), this is to advise you that the Company hereby requests that you deliver to the Company $_______ $ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER KBL HEALTHCARE ACQUISITION CORP. III By: Xxxx X. XxxxxxxxxXxxxxxx Xxxx, Chairman of the Board By: Xxxxx XxxxXxxxxxx Xxxxxx, Secretary cc: EarlyBirdCapitalCitigroup Global Markets Inc. EXHIBIT E AUTHORIZED INDIVIDUAL(S) FOR TELEPHONE CALL BACK AUTHORIZED TELEPHONE NUMBER(S) Company: KBL Healthcare Acquisition Corp. III 000 Xxxxx Xxxxxx, Inc.00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxxxx, Chief Executive Officer (000) 000-0000 Trustee: Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxx, Chairman (000) 000-0000

Appears in 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 Quartet Merger PowerUp Acquisition Corp. (the “Company”) and Continental American Stock Transfer & Trust Company Company, LLC (the “Trustee”), dated as of ________, 2013 2022 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (the “Business Combination”) within the time frame specified in Section 1(i) of the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPOTrust Agreement. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ and to transfer the total proceeds to into the Trust Checking Account trust checking account at XX Xxxxxx Chase Bank a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public StockholdersShareholders. The Company has selected ____________, 20__ [ ] as the record effective date for the purpose of determining when the Public Stockholders Shareholders will be 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 and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate Memorandum and Articles of Incorporation Association of 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, 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, QUARTET MERGER CORP. PowerUp Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Citigroup Global Markets Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental American Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx XxxxCompany, Xxx Xxxx LLC 6000 00xx Xxxxxx Xxxxxxxx, XX 00000 AttnAttention: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Relationship Management Re: Trust Account No. Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger PowerUp Acquisition Corp. (the “Company”) and Continental American Stock Transfer & Trust Company Company, LLC (the “Trustee”), dated as of ___________, 2013 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 its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. PowerUp Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Citigroup Global Markets Inc. EXHIBIT E D [Letterhead of Company] [Insert date] Continental American Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx XxxxCompany, Xxx Xxxx LLC 6000 00xx Xxxxxx Xxxxxxxx, XX 00000 AttnAttention: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Relationship Management Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(bSection 1(k) of the Investment Management Trust Agreement between Quartet Merger PowerUp Acquisition Corp. (the “Company”) and Continental American Stock Transfer & Trust Company Company, LLC (the “Trustee”), dated as of __________, 2013 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $_______ [ ] of the principal and interest income earned on the Property as of the date hereofhereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to cover pay its expenses relating Public Shareholders who have properly elected to investigating have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and selecting a target business restated memorandum and other working capital requirements. In accordance with articles of association to modify the terms substance or timing of the Company’s obligation to redeem 100% of public Ordinary Shares if the Company has not consummated an initial Business Combination within such time as is described in Section 1(i) of the Trust Agreement. As such, 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] letter. Very truly yours, QUARTET MERGER CORP. PowerUp Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Citigroup Global Markets Inc.

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Quartet Merger Ventoux CCM Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [______________], 2013 2020 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on [______________ _] and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank [●] to await distribution to the Public StockholdersShareholders. The Company has selected [____________, 20__ _] as the record effective date for the purpose of determining when the Public Stockholders Shareholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER VENTOUX CCM ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx[●], Chairman of the Board Chief Executive Officer By: Xxxxx Xxxx[●], Secretary cc: EarlyBirdCapitalChardan Capital Markets, Inc. LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx X.X. 00000 Attn: Xxxxx Di Paolo Xxxxxxx Xxxx and Xxxxxxx Xxxxxx Xxxxxxxx Re: Trust Account No. [___________] Withdrawal Instructions Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger Ventoux CCM Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [______________], 2013 2020 (“Trust Agreement”), the Company hereby requests that you deliver to the Company [$_______ _] of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax obligations. 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 yoursVENTOUX CCM ACQUISITION, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx[●], Chairman of the Board Chief Executive Officer By: Xxxxx Xxxx[●], Secretary cc: EarlyBirdCapitalChardan Capital Markets, Inc. LLC EXHIBIT E B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx X.X. 00000 Attn: Xxxxx Di Paolo Xxxxxxx Xxxx and Xxxxxxx Xxxxxx Xxxxxxxx Re: Trust Account No. [______________] - Termination Letter Gentlemen: Pursuant to paragraph 2(b1(j) of the Investment Management Trust Agreement between Quartet Merger Ventoux CCM Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [______________], 2013 2020 (“Trust Agreement”), this is to advise you that the Company hereby requests that you deliver is extending the time available in order to consummate a Business Combination with the Company $Target Businesses for an additional three (3) months, from ______________ of to ______________ (the interest income earned on “Extension”). Capitalized words used herein and not otherwise defined shall have the Property meanings ascribed to them in the Trust Agreement. This Extension Letter shall serve as of the date hereof. The Company needs such funds notice required with respect to cover its expenses relating Extension prior to investigating and selecting a target business and other working capital requirementsthe Applicable Deadline. In accordance with the terms of the Trust Agreement, we hereby authorize you are hereby directed and authorized to transfer deposit $1,500,000 [(via wire transfer) such funds promptly or $1,725,000 if the underwriters’ over-allotment option was exercised in full)], which will be wired to you, into the Trust Account investments upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] receipt. Very truly yours, QUARTET MERGER VENTOUX CCM ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx[●], Chairman of the Board Chief Executive Officer By: Xxxxx Xxxx[●], Secretary cc: EarlyBirdCapitalChardan Capital Markets, Inc.LLC

Appears in 1 contract

Samples: Investment Management Trust Agreement (Ventoux CCM Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger Corp. Thunder Bridge Acquisition, Ltd. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of ________June 18, 2013 2018 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company 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 Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ , 20 and to transfer the total proceeds to into the Trust Checking Account trust checking account at XX Xxxxxx Chase Bank Bank, N.A. to await distribution to the Public StockholdersShareholders. The Company has selected ____________, 20__ [ ] as the record date for the purpose of determining the Public Stockholders 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 and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in 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, QUARTET MERGER CORP. Thunder Bridge Acquisition, Ltd. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. Cantor Xxxxxxxxxx & Co. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 XX 00000-0000 Attn: Xxxxx Di Paolo Xxxxxx X. Xxxxxx and Xxxxxxx Xxxxxx Re: Trust Account No. Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Corp. Thunder Bridge Acquisition, Ltd. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of ___________June 18, 2013 2018 (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 its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. Thunder Bridge Acquisition, Ltd. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. Cantor Xxxxxxxxxx & Co. EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 XX 00000-0000 Attn: Xxxxx Di Paolo Xxxxxx X. Xxxxxx and Xxxxxxx Xxxxxx Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Gentlemen: Pursuant Reference is made to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. Thunder Bridge Acquisition, Ltd. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of __________June 18, 2013 2018 (the “Trust Agreement”), . Capitalized terms used but not defined herein shall have the Company hereby requests that you deliver meanings set forth in the Trust Agreement. Pursuant 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 Section 1(k) of the Trust Agreement, this is to advise you that the Company has obtained approval of a Pre-Business Combination Amendment. As such, you are hereby directed and authorized to liquidate the Trust Account on [ ] and to transfer (via wire transfer) such funds promptly upon your receipt $[ ] of this letter the proceeds of the Trust Account to the Company’s operating checking account at: [WIRE INSTRUCTION INFORMATION] at X.X. Xxxxxx Chase Bank, N.A. for distribution to the shareholders that have properly elected to have their Ordinary Shares redeemed in connection with such Pre-Business Combination Amendment. The remaining funds shall be reinvested by you as previously instructed. Very truly yours, QUARTET MERGER CORP. Thunder Bridge Acquisition, Ltd. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary ccTitle: EarlyBirdCapital, Inc.Cc: Cantor Xxxxxxxxxx & Co.

Appears in 1 contract

Samples: Investment Management Trust Agreement (Thunder Bridge Acquisition LTD)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger Capitol Acquisition Corp. III (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________October 13, 2013 2015 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated 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 Agreementinitial public offering of securities. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank [_____ Bank] to await distribution to the Public Stockholdersstockholders. The Company has selected ____________, 20_ 20 __ as the record date for the purpose of determining the Public Stockholders 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 Accounttrust account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, Agent and to distribute said funds directly to the Public Stockholders Company's stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Accounttrust account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER CAPITOL ACQUISITION CORP. III By: Name: Xxxx X. Xxxxxxxxx, Ein Title: Chairman of the Board and Chief Executive Officer By: Name: X. Xxxxx Xxxx, Secretary Xxxxxx Title: President and Chief Financial Officer cc: EarlyBirdCapital, Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Credit Suisse Securities (USA) LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Accounting Department Xxxxxxx Xxxxxx and Xxxxxxxx Xxxx Re: Trust Account No. XXXXXXX Gentlemen: Pursuant to paragraph Section 2(a) of the Investment Management Trust Agreement between Quartet Merger Capitol Acquisition Corp. III (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________October 13, 2013 2015 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CAPITOL ACQUISITION CORP. III By: Name: Xxxx X. Xxxxxxxxx, Ein Title: Chairman of the Board and Chief Executive Officer By: Name: X. Xxxxx Xxxx, Secretary Xxxxxx Title: President and Chief Financial Officer cc: EarlyBirdCapital, Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Credit Suisse Securities (USA) LLC EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Accounting Department Xxxxxxx Xxxxxx and Xxxxxxxx Xxxx Re: Trust Account No. XXXXXXXX Gentlemen: Pursuant to paragraph Section 2(b) of the Investment Management Trust Agreement between Quartet Merger Capitol Acquisition Corp. III (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________October 13, 2013 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, which does not exceed, in the aggregate with all such prior disbursements pursuant to Section 2(b), if any, the maximum amount set forth in Section 2(b). The Company needs such funds to cover pay its expenses relating to investigating and selecting a target business and other working capital requirementsits liquidation. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CAPITOL ACQUISITION CORP. III By: Name: Xxxx X. Xxxxxxxxx, Ein Title: Chairman of the Board and Chief Executive Officer By: Name: X. Xxxxx Xxxx, Secretary Xxxxxx Title: President and Chief Financial Officer cc: EarlyBirdCapital, Inc.Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Credit Suisse Securities (USA) LLC

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger Capitol Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2013 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreementinitial public offering of securities. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at XX JX Xxxxxx Chase Cxxxx Bank to await distribution to the Public Stockholdersstockholders. The Company has selected ____________, 20_ 20 __ as the record date for the purpose of determining the Public Stockholders 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 Accounttrust account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, Agent and to distribute said funds directly to the Public Stockholders Company's stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Accounttrust account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER CAPITOL ACQUISITION CORP. II By: Xxxx Name: Mxxx X. Xxxxxxxxx, Ein Title: Chairman of the Board By: Xxxxx Xxxx, of Directors and Secretary cc: EarlyBirdCapital, Citigroup Global Markets Inc. Deutsche Bank Securities Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Sxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph Section 2(a) of the Investment Management Trust Agreement between Quartet Merger Capitol Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to 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, QUARTET MERGER CAPITOL ACQUISITION CORP. II By: Xxxx Name: Mxxx X. Xxxxxxxxx, Ein Title: Chairman of the Board By: Xxxxx Xxxx, of Directors and Secretary cc: EarlyBirdCapital, Citigroup Global Markets Inc. Deutsche Bank Securities Inc. EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Sxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph Section 2(b) of the Investment Management Trust Agreement between Quartet Merger Capitol Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof, which does not exceed, in the aggregate with all such prior disbursements pursuant to Section 2(b), if any, the maximum amount set forth in Section 2(b). The Company needs such funds to cover pay its expenses relating to investigating and selecting a target business and for its other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CAPITOL ACQUISITION CORP. II By: Xxxx Name: Mxxx X. Xxxxxxxxx, Ein Title: Chairman of the Board By: Xxxxx Xxxx, of Directors and Secretary cc: EarlyBirdCapital, Citigroup Global Markets Inc. Deutsche Bank Securities Inc.

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Quartet Merger Pulte Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [________], 2013 2015 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on [______________ _] and to transfer the total proceeds to the Trust Checking Account at XX JX Xxxxxx Chase Cxxxx Bank to await distribution to the Public StockholdersShareholders. The Company has selected [____________, 20__ _] as the record date for the purpose of determining the Public Stockholders 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 Stockholders Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate Memorandum and Articles of Incorporation 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, QUARTET MERGER PULTE ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx_______________, Chairman of the Board Chief Executive Officer By: Xxxxx Xxxx_______________, Secretary cc: EarlyBirdCapital, Inc. Chardan Capital Markets LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 X.X. 10004 Attn: Xxxxx Di Paolo Cxxxxxx Xxxxxx and Xxxxxxx Xxxxxx Sxxxx Xxxxxxxx at Accounting Department Re: Trust Account No. [___________] Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger Pulte Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [___________], 2013 2015 (“Trust Agreement”), the Company hereby requests that you deliver to the Company [$_______ _] of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax obligationsobligations as a result of such interest income. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER PULTE ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx_______________, Chairman of the Board Chief Executive Officer By: Xxxxx Xxxx_______________, Secretary cc: EarlyBirdCapital, Inc. Chardan Capital Markets LLC EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 X.X. 10004 Attn: Xxxxx Di Paolo Cxxxxxx Xxxxxx and Xxxxxxx Xxxxxx Sxxxx Xxxxxxxx at Accounting Department Re: Trust Account No. [______________] Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Pulte Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [__________], 2013 2015 (“Trust Agreement”), the Company hereby requests that you deliver to the Company [$_______ _] of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER PULTE ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx_______________, Chairman of the Board Chief Executive Officer By: Xxxxx Xxxx_______________, Secretary cc: EarlyBirdCapital, Inc.Chardan Capital Markets LLC

Appears in 1 contract

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

Termination Letter. Ladies and Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger DHC Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of ________[•], 2013 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (the “Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ , 20 and to transfer the total proceeds to into the Trust Checking Account trust operating account at XX X.X. Xxxxxx Chase Bank Xxxxx Bank, N.A. to await distribution to the Public StockholdersShareholders. The Company has selected ____________, 20__ as the record effective date for the purpose of determining when the Public Stockholders Shareholders will be 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 Accounttrust operating account. You agree to be the Paying Agent of record and and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate Memorandum and Articles of Incorporation Association of 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, 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, QUARTET MERGER CORP. DHC Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Citigroup Global Markets Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx [ ] Re: Trust Account No. Tax Payment Withdrawal Instruction Ladies and Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger DHC Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of ___________[•], 2013 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ $ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. DHC Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Citigroup Global Markets Inc. EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx [ ] Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Ladies and Gentlemen: Pursuant to paragraph 2(bSection 1(k) of the Investment Management Trust Agreement between Quartet Merger DHC Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of __________[•], 2013 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ Company’s shareholders $ of the principal and interest income earned on the Property as of the date hereof. The Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. Pursuant to Section 1(k) of the Trust Agreement, this is to advise you that the Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirementshas sought an Amendment. In Accordingly, in accordance with the terms of the Trust Agreement, we hereby authorize you are hereby directed to liquidate a sufficient portion of the Trust Account and authorized to transfer (via wire transfer) such funds promptly upon your receipt $[•] of this letter the proceeds of the Trust Account to the Company’s trust operating account at: [WIRE INSTRUCTION INFORMATION] at X.X. Xxxxxx Xxxxx Bank, N.A. for distribution to the shareholders that have requested redemption of their shares in connection with such Amendment. Very truly yours, QUARTET MERGER CORP. DHC Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.Title:

Appears in 1 contract

Samples: Trust Agreement (DHC Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Quartet Merger MedWorth Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2013 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on or before ______________ and to transfer the total proceeds to the Trust Checking Account at XX JX Xxxxxx Chase Bank to await distribution to the Company’s Public Stockholders. The Company has selected ____________, 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the 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 in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER MEDWORTH ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Fxxxx Di Paolo and Xxxxxxx Cxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger MedWorth Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest and other 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, QUARTET MERGER MEDWORTH ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Fxxxx Di Paolo and Xxxxxxx Cxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger MedWorth Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest and other 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, including but not limited to expenses relating to the exercise of the over-allotment option, if applicable, and expenses related to the liquidation and dissolution of the Company, if applicable. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER MEDWORTH ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.Inc. EXHIBIT E Authorized Individuals and Authorized Telephone Numbers

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger Corp. GTY Technology Holdings Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of ________, 2013 __ (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (the “Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank to await distribution to the Public Stockholders. The Company has selected ____________, 20___ 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 Stockholders 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 and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate Memorandum and Articles of Incorporation 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 in 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, QUARTET MERGER CORP. GTY Technology Holdings Inc. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Citigroup Global Markets Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx ________________________________ Re: Trust Account No. Tax Payment Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Corp. GTY Technology Holdings Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of ___________, 2013 _ (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 its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. GTY Technology Holdings Inc. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Citigroup Global Markets Inc. EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx ________________________________ Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(bSection 1(k) of the Investment Management Trust Agreement between Quartet Merger Corp. GTY Technology Holdings Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of __________, 2013 _ (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 cover pay its expenses relating public shareholders who have properly elected to investigating have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and selecting a target business restated memorandum and other working capital requirements. In accordance with articles of association that would affect the terms substance or timing of the Trust AgreementCompany’s obligation to redeem 100% of its public Ordinary Shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated memorandum and articles of association. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. GTY Technology Holdings Inc. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.Title:

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger Corp. Xxxxx Acquisition Company I, Inc. ("Company") and Continental Stock Transfer & Trust Company ("Trustee"), dated as of ________, 2013 2007 ("Trust Agreement"), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within prior to the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPOBusiness Combination Deadline Date. Capitalized terms used but not defined 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 you, to liquidate all commence liquidation of the Trust Account investments as promptly as practicable to stockholders of record on ______________ and the Business Combination Deadline Date. You will notify the Company in writing as to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank to await distribution to the Public Stockholders. The Company has selected ____________, 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share when all of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit funds in the Trust Checking Account. You agree to Account will be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders available for immediate transfer ("Transfer Date") in accordance with the terms of the Trust Agreement and the Amended Certificate of Incorporation. You shall commence distribution of such funds in accordance with the terms of the Trust Agreement and Restated the Certificate of Incorporation and you shall oversee the distribution of the Companyfunds. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER CORP. Xxxxx Acquisition Company I, Inc. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Citigroup Global Markets Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(aSection 1(i) of the Investment Management Trust Agreement between Quartet Merger Corp. Xxxxx Acquisition Company I, Inc. ("Company") and Continental Stock Transfer & Trust Company ("Trustee"), dated as of ___________, 2013 2007 ("Trust Agreement"), this is to advise you that 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 the tax obligationsobligations 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 's operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. Xxxxx Acquisition Company I, Inc. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Citigroup Global Markets Inc. EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(bSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Corp. Xxxxx Acquisition Company I, Inc. ("Company") and Continental Stock Transfer & Trust Company ("Trustee"), dated as of __________, 2013 2007 ("Trust Agreement"), this is to advise you that the Company hereby requests that you deliver to the Company $_______ $ of the interest income interest, net of the taxes payable on such interest, earned on the Property as of the date hereof, which does not exceed, in the aggregate with all such prior disbursements pursuant to Section 1(k), if any, the maximum amount set forth in Section 1(k). The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s 's operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. Xxxxx Acquisition Company I, Inc. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Title: cc: Citigroup Global Markets Inc. EXHIBIT E AUTHORIZED INDIVIDUAL(S) FOR TELEPHONE CALL BACK AUTHORIZED TELEPHONE NUMBER(S) Company: Xxxxx Acquisition Company I, Inc. 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxx (000) 000-0000 Trustee: Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Secretary ccXxx Xxxx 00000 Attn: EarlyBirdCapitalXxxxx X. Di Paolo, Inc.CFO (000) 000-0000

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 Quartet Merger ROI Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________September 16, 2013 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (“Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ , 20 and to transfer the total proceeds to into the Trust Checking Account trust checking account at XX Xxxxxx Chase Bank Bank, N.A. to await distribution to the Public Stockholders. The Company has selected ____________June 20, 2015, or September 20__ , 2015 if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination before June 20, 2015, as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 in 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, QUARTET MERGER CORP. ROI Acquisition Corp. II By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Deutsche Bank Securities Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Xxxxxx, Vice President Re: Trust Account No. Tax Payment Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger ROI Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________September 16, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ $ of the interest income earned on the Property as of the date hereof. 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 its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. ROI Acquisition Corp. II By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.Title:

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger LF Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of ________, 2013 2018 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ , 20 and to transfer the total proceeds to into the Trust Checking Account trust checking account at XX J.X. Xxxxxx Chase Bank Cxxxx Bank, N.A. to await distribution to the Public Stockholders. The Company has selected [____________, 20__ ]1 as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in 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, QUARTET MERGER CORP. LF Capital Acquisition Corp. By: Xxxx X. XxxxxxxxxName: Title: cc: B. Xxxxx FBR, Chairman Inc. Rxxxxxx Jxxxx & Associates, Inc. 1 24 months from the closing of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. Offering. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 1 Xxxxx Xxxxxx, 00xx xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo Fxxxxxx X. Xxxx, Xx. and Xxxxxxx Xxxxxx Cxxxxxx Xxxxxxxx Re: Trust Account No. Tax Payment Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger LF Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _____________, 2013 2018 (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 its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. LF Capital Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapitalB. Xxxxx FBR, Inc. Rxxxxxx Jxxxx & Associates, Inc. EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 1 Xxxxx Xxxxxx, 00xx xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo Sxxxxx Xxxxxx and Xxxxxxx Xxxxxx Fxxxxxx X. Xxxx, Xx. Re: Trust Account No. Stockholder Redemption Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(bSection 1(k) of the Investment Management Trust Agreement between Quartet Merger LF Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of __________, 2013 2018 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ redeeming Public Stockholders of 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 cover pay its expenses relating Public Stockholders who have properly elected to investigating have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and selecting a target business and other working capital requirements. In accordance with restated certificate of incorporation to modify the terms substance or timing of the Trust AgreementCompany’s obligation to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation. As such, 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] redeeming Public Stockholders in accordance with your customary procedures. Very truly yours, QUARTET MERGER CORP. LF Capital Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapitalB. Xxxxx FBR, Inc. Rxxxxxx Jxxxx & Associates, Inc.

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Quartet Merger Hyde Park Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2013 2012 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at XX JX Xxxxxx Chase Cxxxx Bank to await distribution to the Public Stockholdersstockholders. The Company has selected ____________, 20__ as the record date for the purpose of determining the Public Stockholders stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders Company’s stockholders (other than with respect to the initial shares) in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER HYDE PARK ACQUISITION CORP. II By: Xxxx Lxxxxxxx X. XxxxxxxxxXxxx, Chairman of the Board By: Xxxxx XxxxCxxxx Xxxxxxxx, Secretary cc: EarlyBirdCapital, Deutsche Bank Securities Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Fxxxx Di Paolo and Xxxxxxx Cxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger Hyde Park Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2013 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, QUARTET MERGER HYDE PARK ACQUISITION CORP. II By: Xxxx Lxxxxxxx X. XxxxxxxxxXxxx, Chairman of the Board By: Xxxxx XxxxCxxxx Xxxxxxxx, Secretary cc: EarlyBirdCapital, Deutsche Bank Securities Inc. EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Fxxxx Di Paolo and Xxxxxxx Cxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Hyde Park Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 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, QUARTET MERGER HYDE PARK ACQUISITION CORP. II By: Xxxx Lxxxxxxx X. XxxxxxxxxXxxx, Chairman of the Board By: Xxxxx XxxxCxxxx Xxxxxxxx, Secretary cc: EarlyBirdCapital, Deutsche Bank Securities Inc.

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Quartet Merger LifeSci Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________March 5, 2013 2020 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on [______________ _] and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank [•] to await distribution to the Public StockholdersShareholders. The Company has selected [____________, 20__ _] as the record effective date for the purpose of determining when the Public Stockholders Shareholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER LIFESCI ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx[•], Chairman of the Board Chief Executive Officer By: Xxxxx Xxxx[•], Secretary cc: EarlyBirdCapitalChardan Capital Markets, Inc. LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx X.X. 00000 Attn: Xxxxx Di Paolo Fxxxxxx Xxxx and Xxxxxxx Xxxxxx Cxxxxxx Xxxxxxxx Re: Trust Account No. [___________] Withdrawal Instructions Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger LifeSci Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________March 5, 2013 2020 (“Trust Agreement”), the Company hereby requests that you deliver to the Company [$_______ _] of the interest income earned on the Property as of the date hereof. The Company needs such funds [to pay for its tax obligationsobligations as a result of such interest income][for working capital purposes]. 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 yoursLIFESCI ACQUISITION, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx[•], Chairman of the Board Chief Executive Officer By: Xxxxx Xxxx[•], Secretary cc: EarlyBirdCapitalChardan Capital Markets, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.LLC

Appears in 1 contract

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

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Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger Hydra Industries Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________October 24, 2013 2014 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (“Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ , 20 and to transfer the total proceeds to into the Trust Checking Account trust checking account at XX JX Xxxxxx Chase Bank Cxxxx Bank, N.A. to await distribution to the Public Stockholders. The Company has selected ____________, 20__ 2016, as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 in the Trust Accountfunds, 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, QUARTET MERGER CORP. Hydra Industries Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. UBS Securities LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Cxxxxxx Xxxxxx, Vice President Re: Trust Account No. Tax Payment Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Hydra Industries Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________October 24, 2013 2014 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. Hydra Industries Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.UBS Securities LLC

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Quartet Merger CleanTech Acquisition Corp. (“Company”) and Continental Stock Transfer Transfer& Trust Company (“Trustee”), dated as of [______________], 2013 2021 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx JPMorgan Chase Bank Bank, N.A. to await distribution to the Public StockholdersShareholders. The Company has selected [____________, 20__ _] as the record effective date for the purpose of determining when the Public Stockholders Shareholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER CLEANTECH ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx[●], Chairman of the Board By: Xxxxx Xxxx[●], Secretary cc: EarlyBirdCapitalChardan Capital Markets, Inc. LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx X.X. 00000 Attn: Xxxxx Di Paolo Xxxxxxx Xxxx and Xxxxxxx Xxxxxx Xxxxxxxx Re: Trust Account No. - Withdrawal Instructions Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger CleanTech Acquisition Corp. (“Company”) and Continental Stock Transfer Transfer& Trust Company (“Trustee”), dated as of [______________], 2013 2021 (“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, QUARTET MERGER CLEANTECH ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx[●], Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapitalChardan Capital Markets, Inc. LLC EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx X.X. 00000 Attn: Xxxxx Di Paolo Xxxxxxx Xxxx and Xxxxxxx Xxxxxx Xxxxxxxx Re: Trust Account No. Account– Extension Letter Gentlemen: Pursuant to paragraph 2(b1(j) of the Investment Management Trust Agreement between Quartet Merger CleanTech Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [______________], 2013 2021 (“Trust Agreement”), this is to advise you that the Company hereby requests that you deliver is extending the time available in order to consummate a Business Combination with the Company $Target Businesses for an additional three (3) months, from ______________ of to ______________ (the interest income earned on “Extension”). Capitalized words used herein and not otherwise defined shall have the Property meanings ascribed to them in the Trust Agreement. This Extension Letter shall serve as of the date hereof. The Company needs such funds notice required with respect to cover its expenses relating Extension prior to investigating and selecting a target business and other working capital requirementsthe Applicable Deadline. In accordance with the terms of the Trust Agreement, we hereby authorize you are hereby directed and authorized to transfer deposit $[_] [(via wire transfer) such funds promptly or $[_] if the underwriters’ over-allotment option was exercised in full)], which will be wired to you, into the Trust Account investments upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] receipt. Very truly yours, QUARTET MERGER CLEANTECH ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx[●], Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapitalChardan Capital Markets, Inc.LLC

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger AR Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [________], 2013 2014 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company 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 Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank to await distribution to the Public Stockholders. The Company has selected ____________, 20___ and to transfer the total proceeds into the trust checking account at JX Xxxxxx Chase Bank, N.A. to await distribution to the Public Stockholders. The Company has selected [_________]3 as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 in 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, QUARTET MERGER CORP. AR Capital Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman Name: Title: cc: Citigroup Global Markets Inc. 3 Insert date that is 24 months from the closing of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. Offering. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Accounting Department: Fxxxx Di Paolo and Xxxxxxx Cxxxxxx Xxxxxx Re: Trust Account No. Tax Payment Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger AR Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [___________], 2013 2014 (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 its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. AR Capital Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Citigroup Global Markets Inc.

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 Quartet Merger Silver Eagle Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [_________], 2013 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (“Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate certificate of Incorporationincorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank to await distribution to the Public Stockholders. The Company has selected ____________, 20___ and to transfer the total proceeds into the trust checking account at JX Xxxxxx Chase Bank, N.A. to await distribution to the Public Stockholders. The Company has selected [_____________]3 as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 certificate of Incorporation incorporation of 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, 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, QUARTET MERGER CORP. Silver Eagle Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman Name: Title: cc: Deutsche Bank Securities Inc. 3 Insert date that is 21 months from the closing of the Board By: Xxxxx XxxxOffering, Secretary cc: EarlyBirdCapitalor 24 months from the closing of the Offering if the Company has executed a letter of intent, Inc. agreement in principle or definitive agreement for an initial business combination before the 21-month period ends. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Cxxxxxx Xxxxxx, Vice President Re: Trust Account No. Tax Payment Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Silver Eagle Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [___________], 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $$ ___________ of the 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 for its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. Silver Eagle Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Deutsche Bank Securities Inc.

Appears in 1 contract

Samples: Investment Management Trust Agreement (Silver Eagle Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Quartet Merger Quinpario Acquisition Corp. 2 (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________January 15, 2013 2015 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank to await distribution to the Public Stockholders. The Company has selected ____________, 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER QUINPARIO ACQUISITION CORP. 2 By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. Deutsche Bank Securities Inc.; Cantor Xxxxxxxxxx & Co. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. XXXXXX Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger Quinpario Acquisition Corp. 2 (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________January 15, 2013 2015 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER QUINPARIO ACQUISITION CORP. 2 By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. Deutsche Bank Securities Inc.; Cantor Xxxxxxxxxx & Co. EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx and Xxxxx Di Paolo and Xxxxxxx Xxxxxx XxXxxxx Re: Trust Account No. XXXXXX - Termination Letter Gentlemen: Pursuant Reference is made to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Quinpario Acquisition Corp. 2 (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”)Company, dated as of __________January 15, 2013 2015 (“Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. Pursuant to Section 1(k) of the Trust Agreement, this is to advise you that the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereofhas sought an Amendment. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In Accordingly, in accordance with the terms of the Trust Agreement, we hereby authorize you are hereby directed to liquidate the Trust Account on [ ] and authorized to transfer (via wire transfer) such funds promptly upon your receipt $_____ of this letter the proceeds of the Trust to the Company’s operating checking account at: [WIRE INSTRUCTION INFORMATIONat [ ] 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 QUINPARIO ACQUISITION CORP. 2 By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.:

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 Quartet Merger Corp. Garnero Group Acquisition Company (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _____________, 2013 2014 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the [Trust Checking Account at XX Xxxxxx Chase Bank Xxxxx Bank] to await distribution to the Public Stockholders. The Company has selected ____________, 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate Memorandum and Articles of Incorporation 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, QUARTET MERGER CORP. GARNERO GROUP ACQUISITION COMPANY By: Xxxx X. XxxxxxxxxXxxxx Xxxxxxx, Chairman of the Board By: Xxxxx Xxxxxx Xxxx, Secretary Chief Financial Officer cc: EarlyBirdCapital, Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. [insert no.]____ Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger Corp. Garnero Group Acquisition Company (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ____________, 2013 2014 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. 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, QUARTET MERGER CORP. GARNERO GROUP ACQUISITION COMPANY By: Xxxx X. XxxxxxxxxXxxxx Xxxxxxx, Chairman of the Board By: Xxxxx Xxxxxx Xxxx, Secretary Chief Financial Officer cc: EarlyBirdCapital, Inc. EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. [insert no.]________ Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. Garnero Group Acquisition Company (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ____________, 2013 2014 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. GARNERO GROUP ACQUISITION COMPANY By: Xxxx X. XxxxxxxxxXxxxx Xxxxxxx, Chairman of the Board By: Xxxxx Xxxxxx Xxxx, Secretary Chief Financial Officer cc: EarlyBirdCapital, Inc.

Appears in 1 contract

Samples: Investment Management Trust Agreement (Garnero Group Acquisition Co)

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Quartet Merger Corp. Goldenbridge Acquisition Limited (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________[*], 2013 2021 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, 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 Operating Account at XX Xxxxxx JPMorgan Chase Bank Bank, N.A. to await distribution to the Public StockholdersShareholders. The Company has selected [____________, 20__ _] as the record effective date for the purpose of determining when the Public Stockholders Shareholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate Memorandum and Articles of Incorporation 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, QUARTET MERGER CORP. GOLDENBRIDGE ACQUISITION LIMITED By: Xxxx X. Xxxxxxxxx, Chairman of the Board Name: Title: By: Xxxxx Xxxx, Name: Title: Secretary/Assistant Secretary cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Attn: Xxxxx Di Paolo Xxxxxxx Xxxx and Xxxxxxx Xxxxxx Xxxxxxxx Re: Trust Account No. [___________] Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger Corp. Goldenbridge Acquisition Limited (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________[*], 2013 2021 (“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] GOLDENBRIDGE ACQUISITION LIMITED By: Name: Title: cc: Maxim Group LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account No. [______________] Extension Letter Gentlemen: Pursuant to Section 1(l) of the Investment Management Trust Agreement between Goldenbridge Acquisition Limited (“Company”) and Continental Stock Transfer & Trust Company, dated as of [*], 2021 (“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 [$500,000] [(or $575,000 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 three Extension Letters. Very truly yours, QUARTET MERGER CORP. GOLDENBRIDGE ACQUISITION LIMITED By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Attn: Xxxxx Di Paolo Xxxxxxx Xxxx and Xxxxxxx Xxxxxx Xxxxxxxx Re: Trust Account No. [______________] - Irrevocable Instruction in Connection with Business Combination Gentlemen: Pursuant to paragraph 2(bparagraphs 1(m) and 3(g) of the Investment Management Trust Agreement between Quartet Merger Corp. Goldenbridge Acquisition Limited (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [*], 2021 (“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 $______, for a total disbursement of $__________________which is not less than $10.00 (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) 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, 2013 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. The Shareholder wire instructions are attached. A 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 in bad faith. 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, and no amendment or modification to the instructions set forth herein may be made without the prior written consent of the Shareholder. 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. Very truly yours, GOLDENBRIDGE ACQUISITION LIMITED By: Name: Title: Acknowledged and Agreed: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee Name: Title: Cc: [SHAREHOLDER]. Attachments: Shareholder Wire Instructions Share advice or instruction EXHIBIT F [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account No. [______________] - Irrevocable Instruction in Connection with Business Combination Gentlemen: Pursuant to paragraphs 1(n) and 3(h) of the Investment Management Trust Agreement between Goldenbridge Acquisition Limited (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [*], 2021 (“Trust Agreement”), this constitutes our irrevocable instruction to you to (i) in conjunction with the Company hereby requests that you deliver to Business Combination (as defined in the Company Trust Agreement), disburse a per share amount of $______, for a total disbursement 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 interest income earned on Company delivered to you prior to or concurrently herewith for redemption in connection with the Property as 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. Our wire instructions are attached. We understand that a servicing fee of the date hereof$250.00 will deducted from our payment. A share advice or DWAC instruction from our broker is attached. The Company needs such funds to cover 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 expenses relating to investigating and selecting a target business and other working capital requirements. In accordance attorneys) incurred by or asserted against you or any of them arising out of or in connection with the terms 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 in bad faith. 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 Trust Agreement, you are Company does hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to extend the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] 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. No amendment or modification to the instructions set forth herein may be made without the prior written consent of the Shareholder. By signing below, the person executing this letter certifies that they are duly authorized to execute this letter on behalf of the Shareholder and to bind the Shareholder to all of the terms and conditions contained herein. Very truly yours, QUARTET MERGER CORP. [SHAREHOLDER] By: Xxxx X. XxxxxxxxxName: Title: Acknowledged and Agreed: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, Chairman of the Board Byas Trustee Name: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.Title:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Goldenbridge Acquisition LTD)

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger Xxxxxxxx Capital Acquisition Corp. III (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________June 22, 2013 2017 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (“Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ [insert date] and to transfer the total proceeds to into a segregated account held by you on behalf of the Trust Checking Account at XX Xxxxxx Chase Bank Beneficiaries to await distribution to the Public Stockholders. The Company has selected ____________[insert date], 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 in the Trust Accountfunds, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER CORP. Xxxxxxxx Capital Acquisition Corp. III By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. Credit Suisse Securities (USA) LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo Xxxxxx Xxxxxx and Xxxxxxx Xxxxxx Re: Trust Account No. __ Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Xxxxxxxx Capital Acquisition Corp. III (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________June 22, 2013 2017 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ [●] of the interest income earned on the Property as of the date hereof. 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 its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. Xxxxxxxx Capital Acquisition Corp. III By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. Credit Suisse Securities (USA) LLC EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo Xxxxxx Xxxxxx and Xxxxxxx Xxxxxx Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(bSection 1(k) of the Investment Management Trust Agreement between Quartet Merger Xxxxxxxx Capital Acquisition Corp. III (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________June 22, 2013 2017 (“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 hereofhereof to a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to cover pay its expenses relating Public Stockholders who have properly elected to investigating have their shares of Common Stock redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and selecting a target business and other working capital requirements. In accordance with restated certificate of incorporation that would affect the terms substance or timing of the Trust AgreementCompany’s obligation to redeem 100% of public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to a segregated account held by you on behalf of the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Beneficiaries. Very truly yours, QUARTET MERGER CORP. Xxxxxxxx Capital Acquisition Corp. III By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc.Credit Suisse Securities (USA) LLC

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger Corp. I-AM Capital Acquisition Company (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________August 16, 2013 2017 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (“Business Combination”) within the time frame specified in the Company’s Amended amended and Restated Certificate restated certificate of Incorporationincorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ____________[●], 20__ and to transfer the total proceeds to into a segregated account held by you on behalf of the Trust Checking Account at XX Xxxxxx Chase Bank Beneficiaries to await distribution to the Public Stockholders. The Company has selected __________[●], 20__, 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 amended and Restated Certificate restated certificate of Incorporation incorporation of the Company. Upon the distribution of all the funds in the Trust Accountfunds, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER CORP. I-AM Capital Acquisition Company By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 1 Xxxxx Xxxxxx, 00xxXxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo Sxxxxx Xxxxxx and Xxxxxxx Sxxxxxx Xxxxxx Re: Trust Account No. Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Corp. I-AM Capital Acquisition Company (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________August 16, 2013 2017 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ [●] of the interest income earned on the Property as of the date hereof. 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 its the tax obligationsobligations as set forth on the attached tax return or tax statement] [for working capital purposes. The Company has previously withdrawn $___ for working capital purposes]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. I-AM Capital Acquisition Company By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo Sxxxxx Xxxxxx and Xxxxxxx Sxxxxxx Xxxxxx Re: Trust Account No. [____] Shareholder Redemption Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(bSection 1(k) of the Investment Management Trust Agreement between Quartet Merger Corp. I-AM Capital Acquisition Company (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________August 16, 2013 2017 (“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 hereofhereof to a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to cover pay its expenses relating Public Stockholders who have properly elected to investigating have their shares of Common Stock redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and selecting a target business and other working capital requirements. In accordance with restated certificate of incorporation that would affect the terms substance or timing of the Trust AgreementCompany’s obligation to redeem 100% of public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to a segregated account held by you on behalf of the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Beneficiaries. Very truly yours, QUARTET MERGER CORP. I-AM Capital Acquisition Company By: Name: Title: cc: Maxim Group LLC EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer& Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx X. Xxxxxxxxx, Chairman 00000 Attn: Sxxxxx Xxxxxx and Sxxxxxx Xxxxxx Re: Trust Account No. [ ] Extension Letter Gentlemen: Pursuant to Section 1(m) of the Board Investment Management Trust Agreement between I-AM Capital Acquisition Company (“Company”) and Continental Stock Transfer & Trust Company, dated as of August 16, 2017 (“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 (i) deposit [$291,667 (or $335,398 if the underwriters’ over-allotment option was exercised in full)], which will be wired to you, into the Trust Account investments upon receipt and (ii) apply [ ] of accrued interest held in the trust account toward the obligation of the Company’s sponsor to lend the Company $291,667 (or $335,398) in connection with such extension. This is the ____ of up to three Extension Letters. Very truly yours, I-AM CAPITAL ACQUISITION COMPANY By: Xxxxx Xxxx, Secretary Name: Title: cc: EarlyBirdCapital, Inc.Maxim Group LLC

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Quartet Merger Capitol Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2013 2011 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank to await distribution to the Public Stockholdersstockholders. The Company has selected ____________, 20_ 20 __ as the record date for the purpose of determining the Public Stockholders 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, Agent and to distribute said funds directly to the Public Stockholders Company's stockholders (other than with respect to the initial shares) in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate Memorandum and Articles of Incorporation 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, QUARTET MERGER CAPITOL ACQUISITION CORP. II By: Xxxx X. XxxxxxxxxEin, Chairman of the Board By: Xxxxx Xxxx, and Secretary cc: EarlyBirdCapital, Citigroup Global Markets Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger Capitol Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2013 2011 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CAPITOL ACQUISITION CORP. II By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.:

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 Quartet Merger Corp. Terrapin 3 Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________July 16, 2013 2014 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (“Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ , 20 and to transfer the total proceeds to into the Trust Checking Account trust checking account at XX JX Xxxxxx Chase Bank Cxxxx Bank, N.A. to await distribution to the Public Stockholders. The Company has selected ____________, 20__ 2016, as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 in the Trust Accountfunds, 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, QUARTET MERGER CORP. Terrapin 3 Acquisition Corporation By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Deutsche Bank Securities Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Cxxxxxx Xxxxxx, Vice President Re: Trust Account No. Tax Payment or Working Capital Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Corp. Terrapin 3 Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________July 16, 2013 2014 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for its the tax obligationsobligations as set forth on the attached tax return or tax statement] [for working capital purposes]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. Terrapin 3 Acquisition Corporation By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Deutsche Bank Securities Inc.

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 Quartet Merger Corp. Landcadia Holdings, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [__________], 2013 201[_] (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (the “Business Combination”) within the time frame specified in the Company’s Second Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank to await distribution to the Public Stockholders. The Company has selected ____________, 20___ and to transfer the total proceeds into the trust checking account at [JX Xxxxxx Cxxxx Bank, N.A.] to await distribution to the Public Stockholders. The Company has selected [_____], 201[_] as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 Second Amended and Restated Certificate of Incorporation of 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, 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, QUARTET MERGER CORP. Landcadia Holdings, Inc. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Jxxxxxxxx LLC and Deutsche Bank Securities Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Accounting Department: Fxxxx Di Paolo and Xxxxxxx Cxxxxxx Xxxxxx Re: Trust Account No. Tax Payment Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Corp. Landcadia Holdings, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [__________], 201[_, 2013 ] (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 its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. Landcadia Holdings, Inc. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Jefferies LLC and Deutsche Bank Securities Inc. EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Cxxxxxx Xxxxxx, Vice President Re: Trust Account No. Stockholder Redemption Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(bSection 1(k) of the Investment Management Trust Agreement between Quartet Merger Corp. Landcadia Holdings, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [__________], 2013 201[_] (the “Trust Agreement”), the Company hereby requests that you deliver to the Public Stockholders who have properly elected to have their Common Stock redeemed by the Company $in connection with the stockholder vote to approve an amendment to the Company’s second amended and restated certificate of incorporation to extend the time in which the Company must complete a Business Combination or liquidate the Trust Account $ ___________ of the principal and 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 Capitalized terms used but not defined herein shall have the terms of meanings set forth in the Trust Agreement, you . 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 ataccounts designated by such Public Stockholders: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. Landcadia Holdings, Inc. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Jxxxxxxxx LLC and Deutsche Bank Securities Inc.

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger Xxxxxxxx Capital Acquisition Corp. III (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________[●], 2013 2017 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (“Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on [●], 20[______________ ] and to transfer the total proceeds to into a segregated account held by you on behalf of the Trust Checking Account at XX Xxxxxx Chase Bank Beneficiaries to await distribution to the Public Stockholders. The Company has selected [●], 20[____________], 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 in the Trust Accountfunds, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER CORP. Xxxxxxxx Capital Acquisition Corp. III By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. Credit Suisse Securities (USA) LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo Xxxxxx Xxxxxx and Xxxxxxx Xxxxxx Xxxx Re: Trust Account No. __ Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Xxxxxxxx Capital Acquisition Corp. III (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________[●], 2013 2017 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ [●] of the interest income earned on the Property as of the date hereof. 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 its the tax obligationsobligations as set forth on the attached tax return or tax statement] [for working capital purposes]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. Xxxxxxxx Capital Acquisition Corp. III By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. Credit Suisse Securities (USA) LLC EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo Xxxxxx Xxxxxx and Xxxxxxx Xxxxxx Xxxx Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(bSection 1(k) of the Investment Management Trust Agreement between Quartet Merger Xxxxxxxx Capital Acquisition Corp. III (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________[●], 2013 2017 (“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 hereofhereof to a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to cover pay its expenses relating Public Stockholders who have properly elected to investigating have their shares of Common Stock redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and selecting a target business and other working capital requirements. In accordance with restated certificate of incorporation that would affect the terms substance or timing of the Trust AgreementCompany’s obligation to redeem 100% of public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. Xxxxxxxx Capital Acquisition Corp. III By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc.Credit Suisse Securities (USA) LLC

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Quartet Merger Chardan Healthcare Acquisition 2 Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2013 2020 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on [______________ _] and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank [•] to await distribution to the Public StockholdersShareholders. The Company has selected [____________, 20__ _] as the record effective date for the purpose of determining when the Public Stockholders Shareholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER CHARDAN HEALTHCARE ACQUISITION 2 CORP. By: Xxxx X. Xxxxxxxxx[•], Chairman of the Board Chief Executive Officer By: Xxxxx Xxxx[•], Secretary cc: EarlyBirdCapitalChardan Capital Markets, Inc. LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx X.X. 00000 Attn: Xxxxx Di Paolo Xxxxxxx Xxxx and Xxxxxxx Xxxxxx Xxxxxxxx Re: Trust Account No. [___________] Withdrawal Instructions Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger Chardan Healthcare Acquisition 2 Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2013 2020 (“Trust Agreement”), the Company hereby requests that you deliver to the Company [$_______ _] of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax obligationsobligations as a result of such interest income. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CHARDAN HEALTHCARE ACQUISITION 2 CORP. By: Xxxx X. Xxxxxxxxx[•], Chairman of the Board Chief Executive Officer By: Xxxxx Xxxx[•], Secretary cc: EarlyBirdCapitalChardan Capital Markets, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.LLC

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger Capitol Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________May 10, 2013 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreementinitial public offering of securities. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at XX JP Xxxxxx Chase Xhase Bank to await distribution to the Public Stockholdersstockholders. The Company has selected ____________, 20_ 20 __ as the record date for the purpose of determining the Public Stockholders 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 Accounttrust account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, Agent and to distribute said funds directly to the Public Stockholders Company's stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Accounttrust account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER CAPITOL ACQUISITION CORP. II By: Xxxx Name: Maxx X. Xxxxxxxxx, Xin Title: Chairman of the Board By: Xxxxx Xxxx, of Directors and Secretary cc: EarlyBirdCapital, Citigroup Global Markets Inc. Deutsche Bank Securities Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 17 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Accounting Department Cyxxxxx Xxxxxx xnd Frxxxxxx Xxxx Re: Trust Account No. XXXXXXXX Gentlemen: Pursuant to paragraph Section 2(a) of the Investment Management Trust Agreement between Quartet Merger Capitol Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________May 10, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to 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, QUARTET MERGER CAPITOL ACQUISITION CORP. II By: Xxxx Name: Maxx X. Xxxxxxxxx, Xin Title: Chairman of the Board By: Xxxxx Xxxx, of Directors and Secretary cc: EarlyBirdCapital, Citigroup Global Markets Inc. Deutsche Bank Securities Inc. EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 17 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Accounting Department Cyxxxxx Xxxxxx xnd Frxxxxxx Xxxx Re: Trust Account No. XXXXXXXXX Gentlemen: Pursuant to paragraph Section 2(b) of the Investment Management Trust Agreement between Quartet Merger Capitol Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________May 10, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof, which does not exceed, in the aggregate with all such prior disbursements pursuant to Section 2(b), if any, the maximum amount set forth in Section 2(b). The Company needs such funds to cover pay its expenses relating to investigating and selecting a target business and for its other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CAPITOL ACQUISITION CORP. II By: Xxxx Name: Maxx X. Xxxxxxxxx, Xin Title: Chairman of the Board By: Xxxxx Xxxx, of Directors and Secretary cc: EarlyBirdCapital, Citigroup Global Markets Inc. Deutsche Bank Securities Inc.

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 Quartet Merger Corp. Landcadia Holdings, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [__________], 2013 201[_] (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (the “Business Combination”) within the time frame specified in the Company’s Second Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ____________, 20___ and to transfer the total proceeds to into the Trust Checking Account trust checking account at XX JX Xxxxxx Chase Bank Cxxxx Bank, N.A. to await distribution to the Public Stockholders. The Company has selected _______, 201[_____, 20__ ] as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 Second Amended and Restated Certificate of Incorporation of 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, 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, QUARTET MERGER CORP. Landcadia Holdings, Inc. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Jxxxxxxxx LLC and Deutsche Bank Securities Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Accounting Department: Fxxxx Di Paolo and Xxxxxxx Cxxxxxx Xxxxxx Re: Trust Account No. Tax Payment Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Corp. Landcadia Holdings, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [__________], 201[_, 2013 ] (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 its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. Landcadia Holdings, Inc. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Jxxxxxxxx LLC and Deutsche Bank Securities Inc. EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Cxxxxxx Xxxxxx, Vice President Re: Trust Account No. Stockholder Redemption Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(bSection 1(k) of the Investment Management Trust Agreement between Quartet Merger Corp. Landcadia Holdings, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [__________], 2013 201[_] (the “Trust Agreement”), the Company hereby requests that you deliver to the Public Stockholders who have properly elected to have their Common Stock redeemed by the Company $in connection with the stockholder vote to approve an amendment to the Company’s second amended and restated certificate of incorporation to extend the time in which the Company must complete a Business Combination or liquidate the Trust Account $ ___________ of the principal and 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 Capitalized terms used but not defined herein shall have the terms of meanings set forth in the Trust Agreement, you . 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 ataccounts designated by such Public Stockholders: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. Landcadia Holdings, Inc. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Jxxxxxxxx LLC and Deutsche Bank Securities Inc.

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger Corp. I-AM Capital Acquisition Company (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________[●], 2013 2017 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (“Business Combination”) within the time frame specified in the Company’s Amended amended and Restated Certificate restated certificate of Incorporationincorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ____________[●], 20__ and to transfer the total proceeds to into a segregated account held by you on behalf of the Trust Checking Account at XX Xxxxxx Chase Bank Beneficiaries to await distribution to the Public Stockholders. The Company has selected __________[●], 20__, 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 amended and Restated Certificate restated certificate of Incorporation incorporation of the Company. Upon the distribution of all the funds in the Trust Accountfunds, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER CORP. I-AM Capital Acquisition Company By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx 1 Sxxxx Xxxxxx, 00xxXxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnXttn: Xxxxx Di Paolo and Xxxxxxx Stexxx Xxxxxx xxd Shaxxxx Xxxxxx Re: Trust Account No. Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Corp. I-AM Capital Acquisition Company (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________[●], 2013 2017 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ [●] of the interest income earned on the Property as of the date hereof. 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 its the tax obligationsobligations as set forth on the attached tax return or tax statement] [for working capital purposes]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. I-AM Capital Acquisition Company By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 1 Sxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnXttn: Xxxxx Di Paolo and Xxxxxxx Stexxx Xxxxxx xxd Shaxxxx Xxxxxx Re: Trust Account No. [____] Shareholder Redemption Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(bSection 1(k) of the Investment Management Trust Agreement between Quartet Merger Corp. I-AM Capital Acquisition Company (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________[●], 2013 2017 (“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 hereofhereof to a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to cover pay its expenses relating Public Stockholders who have properly elected to investigating have their shares of Common Stock redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and selecting a target business and other working capital requirements. In accordance with restated certificate of incorporation that would affect the terms substance or timing of the Trust AgreementCompany’s obligation to redeem 100% of public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to a segregated account held by you on behalf of the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Beneficiaries. Very truly yours, QUARTET MERGER CORP. I-AM Capital Acquisition Company By: Name: Title: cc: Maxim Group LLC EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer& Trust Company 1 Sxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx X. Xxxxxxxxx, Chairman 00000 Xttn: Stexxx Xxxxxx xxd Shaxxxx Xxxxxx Re: Trust Account No. [ ] Extension Letter Gentlemen: Pursuant to Section 1(m) of the Board Investment Management Trust Agreement between I-AM Capital Acquisition Company (“Company”) and Continental Stock Transfer & Trust Company, dated as of [ ], 2017 (“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 (i) deposit [$291,667 (or $335,398 if the underwriters’ over-allotment option was exercised in full)], which will be wired to you, into the Trust Account investments upon receipt and (ii) apply [ ] of accrued interest held in the trust account toward the obligation of the Company’s sponsor to lend the Company $291,667 (or $335,398) in connection with such extension. This is the ____ of up to three Extension Letters. Very truly yours, I-AM CAPITAL ACQUISITION COMPANY By: Xxxxx Xxxx, Secretary Name: Title: cc: EarlyBirdCapital, Inc.Maxim Group LLC

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Quartet Merger LifeSci Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2013 2020 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on [______________ _] and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank [•] to await distribution to the Public StockholdersShareholders. The Company has selected [____________, 20__ _] as the record effective date for the purpose of determining when the Public Stockholders Shareholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER LIFESCI ACQUISITION CORP. By: Xxxx X. Xxxxxxxxx[•], Chairman of the Board Chief Executive Officer By: Xxxxx Xxxx[•], Secretary cc: EarlyBirdCapitalChardan Capital Markets, Inc. LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx X.X. 00000 Attn: Xxxxx Di Paolo Fxxxxxx Xxxx and Xxxxxxx Xxxxxx Cxxxxxx Xxxxxxxx Re: Trust Account No. [___________] Withdrawal Instructions Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger LifeSci Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2013 2020 (“Trust Agreement”), the Company hereby requests that you deliver to the Company [$_______ _] of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax obligationsobligations as a result of such interest income. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yoursLIFESCI ACQUISITION, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx[•], Chairman of the Board Chief Executive Officer By: Xxxxx Xxxx[•], Secretary cc: EarlyBirdCapitalChardan Capital Markets, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.LLC

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Quartet Merger National Energy Services Reunited Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2013 2017 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank ______________ to await distribution to the Public StockholdersShareholders. The Company has selected ____________, 20__ as the record date for the purpose of determining the Public Stockholders 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 Stockholders Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate Memorandum and Articles of Incorporation 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, QUARTET MERGER NATIONAL ENERGY SERVICES REUNITED CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx [__] Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger National Energy Services Reunited Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2013 2017 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax obligations______. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER NATIONAL ENERGY SERVICES REUNITED CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx [__] Re: Trust Account No. [________] - Termination Letter Gentlemen: Pursuant Reference is made to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger National Energy Services Reunited Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”)Company, dated as of __________, 2013 2017 (“Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. Pursuant to Section 1(k) of the Trust Agreement, this is to advise you that the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereofhas sought an Amendment. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In Accordingly, in accordance with the terms of the Trust Agreement, we hereby authorize you are hereby directed to liquidate the Trust Account on [ ] and authorized to transfer (via wire transfer) such funds promptly upon your receipt $_____ of this letter the proceeds of the Trust to the Company’s operating checking account at: [WIRE INSTRUCTION INFORMATIONat [ ] for distribution to the stockholders that have requested redemption of their shares in connection with such Amendment. The remaining funds shall be reinvested by you as previously instructed. Very truly yours, QUARTET MERGER NATIONAL ENERGY SERVICES REUNITED CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.Maxim Group LLC

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger ROI Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________[ ], 2013 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (“Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ , 20 and to transfer the total proceeds to into the Trust Checking Account trust checking account at XX Xxxxxx Chase Bank Bank, N.A. to await distribution to the Public Stockholders. The Company has selected ____________, 20__ [ ]3 as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 in 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, QUARTET MERGER CORP. ROI Acquisition Corp. II By: Xxxx X. Xxxxxxxxx, Chairman Name: Title: cc: Deutsche Bank Securities Inc. 3 Insert date that is 21 months from the closing of the Board By: Xxxxx XxxxOffering, Secretary cc: EarlyBirdCapitalor 24 months from the closing of the Offering if the Company has executed a letter of intent, Inc. agreement in principle or definitive agreement for an initial business combination before the 21-month period ends. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Xxxxxx, Vice President Re: Trust Account No. Tax Payment Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger ROI Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________[ ], 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ $ of the 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 for its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. ROI Acquisition Corp. II By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.Title:

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger Corp. I-AM Capital Acquisition Company (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________[●], 2013 2017 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (“Business Combination”) within the time frame specified in the Company’s Amended amended and Restated Certificate restated certificate of Incorporationincorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ____________[●], 20__ and to transfer the total proceeds to into a segregated account held by you on behalf of the Trust Checking Account at XX Xxxxxx Chase Bank Beneficiaries to await distribution to the Public Stockholders. The Company has selected __________[●], 20__, 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 amended and Restated Certificate restated certificate of Incorporation incorporation of the Company. Upon the distribution of all the funds in the Trust Accountfunds, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER CORP. I-AM Capital Acquisition Company By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 1 Xxxxx Xxxxxx, 00xxXxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Stxxxx Xxxxxx xnd Shxxxxx Xxxxxx Re: Trust Account No. Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Corp. I-AM Capital Acquisition Company (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________[●], 2013 2017 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ [●] of the interest income earned on the Property as of the date hereof. 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 its the tax obligationsobligations as set forth on the attached tax return or tax statement] [for working capital purposes. The Company has previously withdrawn $___ for working capital purposes]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. I-AM Capital Acquisition Company By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Stxxxx Xxxxxx xnd Shxxxxx Xxxxxx Re: Trust Account No. [____] Shareholder Redemption Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(bSection 1(k) of the Investment Management Trust Agreement between Quartet Merger Corp. I-AM Capital Acquisition Company (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________[●], 2013 2017 (“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 hereofhereof to a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to cover pay its expenses relating Public Stockholders who have properly elected to investigating have their shares of Common Stock redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and selecting a target business and other working capital requirements. In accordance with restated certificate of incorporation that would affect the terms substance or timing of the Trust AgreementCompany’s obligation to redeem 100% of public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to a segregated account held by you on behalf of the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Beneficiaries. Very truly yours, QUARTET MERGER CORP. I-AM Capital Acquisition Company By: Name: Title: cc: Maxim Group LLC EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer& Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx X. Xxxxxxxxx, Chairman 00000 Attn: Stxxxx Xxxxxx xnd Shxxxxx Xxxxxx Re: Trust Account No. [ ] Extension Letter Gentlemen: Pursuant to Section 1(m) of the Board Investment Management Trust Agreement between I-AM Capital Acquisition Company (“Company”) and Continental Stock Transfer & Trust Company, dated as of [ ], 2017 (“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 (i) deposit [$291,667 (or $335,398 if the underwriters’ over-allotment option was exercised in full)], which will be wired to you, into the Trust Account investments upon receipt and (ii) apply [ ] of accrued interest held in the trust account toward the obligation of the Company’s sponsor to lend the Company $291,667 (or $335,398) in connection with such extension. This is the ____ of up to three Extension Letters. Very truly yours, I-AM CAPITAL ACQUISITION COMPANY By: Xxxxx Xxxx, Secretary Name: Title: cc: EarlyBirdCapital, Inc.Maxim Group LLC

Appears in 1 contract

Samples: 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 Quartet Merger LF Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of ________, 2013 2018 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ , 20 and to transfer the total proceeds to into the Trust Checking Account trust checking account at XX J.X. Xxxxxx Chase Bank Cxxxx Bank, N.A. to await distribution to the Public Stockholders. The Company has selected [____________, 20__ ]1 as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in 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, QUARTET MERGER CORP. LF Capital Acquisition Corp. By: Xxxx X. XxxxxxxxxName: Title: cc: B. Xxxxx FBR, Chairman Inc. Rxxxxxx Jxxxx & Associates, Inc. 1 24 months from the closing of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. Offering. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 1 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx [Accounting Department: •] Re: Trust Account No. Tax Payment Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger LF Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _____________, 2013 2018 (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 its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. LF Capital Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapitalB. Xxxxx FBR, Inc. Rxxxxxx Jxxxx & Associates, Inc. EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 1 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo Sxxxxx Xxxxxx and Xxxxxxx Sxxxxxx Xxxxxx Re: Trust Account No. Stockholder Redemption Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(bSection 1(k) of the Investment Management Trust Agreement between Quartet Merger LF Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of __________, 2013 2018 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ redeeming Public Stockholders of 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 cover pay its expenses relating Public Stockholders who have properly elected to investigating have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and selecting a target business and other working capital requirements. In accordance with restated certificate of incorporation to modify the terms substance or timing of the Trust AgreementCompany’s obligation to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation. As such, 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] redeeming Public Stockholders in accordance with your customary procedures. Very truly yours, QUARTET MERGER CORP. LF Capital Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapitalB. Xxxxx FBR, Inc. Rxxxxxx Jxxxx & Associates, Inc.

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Quartet Merger KBL Healthcare Acquisition Corp. III (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2013 2007 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s 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 you, to liquidate all commence liquidation of the Trust Account investments on ______________ and as promptly as practicable to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank to await distribution to the Public Stockholders. The Company has selected ____________, 20__ as the stockholders of record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit Last Date (as defined in the Trust Checking AccountAgreement). You agree will notify the Company in writing as to when all of the funds in the Trust Account will be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders available for immediate transfer (“Transfer Date”) in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. You shall commence distribution of such funds in accordance with the terms of the Trust Agreement and the Certificate of Incorporation of the Company and you shall oversee the distribution of the funds. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER KBL HEALTHCARE ACQUISITION CORP. III By: Xxxx X. XxxxxxxxxXxxxxxx Xxxx, Chairman of the Board By: Xxxxx XxxxXxxxxxx Xxxxxx, Secretary cc: EarlyBirdCapital, Citigroup Global Markets Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger KBL Healthcare Acquisition Corp. III (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2013 2007 (“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 the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER KBL HEALTHCARE ACQUISITION CORP. III By: Xxxx X. XxxxxxxxxXxxxxxx Xxxx, Chairman of the Board By: Xxxxx XxxxXxxxxxx Xxxxxx, Secretary cc: EarlyBirdCapital, Citigroup Global Markets Inc. EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger KBL Healthcare Acquisition Corp. III (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 2007 (“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 pay its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER KBL HEALTHCARE ACQUISITION CORP. III By: Xxxx X. XxxxxxxxxXxxxxxx Xxxx, Chairman of the Board By: Xxxxx XxxxXxxxxxx Xxxxxx, Secretary cc: EarlyBirdCapitalCitigroup Global Markets Inc. EXHIBIT E AUTHORIZED INDIVIDUAL(S) FOR TELEPHONE CALL BACK AUTHORIZED TELEPHONE NUMBER(S) Company: KBL Healthcare Acquisition Corp. III 000 Xxxxx Xxxxxx, Inc.00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxxxx, Chief Executive Officer (000) 000-0000 Trustee: Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxx, Chairman (000) 000-0000

Appears in 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 Quartet Merger Corp. Stellar Acquisition III Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________[●], 2013 2016 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (“Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ____________[●], 20__ and to transfer the total proceeds to into the Trust Checking Account trust checking account at XX Xxxxxx Chase Bank Bank, N.A. to await distribution to the Public Stockholders. The Company has selected __________[●], 20__, 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 in the Trust Accountfunds, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER CORP. Stellar Acquisition III Inc. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Xxxxxx, Vice President Re: Trust Account No. Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Corp. Stellar Acquisition III Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________[●], 2013 2016 (“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 its the tax obligationsobligations as set forth on the attached tax return or tax statement] [for working capital purposes]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. Stellar Acquisition III Inc. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxx and Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. [ ] Extension Letter Gentlemen: Pursuant to paragraph 2(bSection 1(l) of the Investment Management Trust Agreement between Quartet Merger Corp. Stellar Acquisition III Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”)Company, dated as of [ ], 2016 (“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 __________, 2013 _ (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”), 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, we hereby authorize you are hereby directed to (i) deposit [$376,167 (or $436,042 if the underwriters’ over-allotment option was exercised in full)], which will be wired to you, into the Trust Account investments upon receipt and authorized to transfer (via wire transferii) such funds promptly upon your receipt apply [ ] of this letter to accrued interest held in the trust account toward the obligation of the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] sponsors to lend the Company $376,167 (or $436,042) in connection with such extension. This is the ____ of up to three Extension Letters. Very truly yours, QUARTET MERGER CORPSTELLAR ACQUISITION III INC. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc.Maxim Group LLC

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 Quartet Merger Xxxxxxxx Capital Acquisition Corp. III (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________[●], 2013 2017 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (“Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on [●], 20[______________ ] and to transfer the total proceeds to into a segregated account held by you on behalf of the Trust Checking Account at XX Xxxxxx Chase Bank Beneficiaries to await distribution to the Public Stockholders. The Company has selected [●], 20[____________], 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 in the Trust Accountfunds, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER CORP. Xxxxxxxx Capital Acquisition Corp. III By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. Credit Suisse Securities (USA) LLC EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo Xxxxxx Xxxxxx and Xxxxxxx Xxxxxx Re: Trust Account No. __ Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger Xxxxxxxx Capital Acquisition Corp. III (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________[●], 2013 2017 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ [●] of the interest income earned on the Property as of the date hereof. 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 its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. Xxxxxxxx Capital Acquisition Corp. III By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. Credit Suisse Securities (USA) LLC EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo Xxxxxx Xxxxxx and Xxxxxxx Xxxxxx Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(bSection 1(k) of the Investment Management Trust Agreement between Quartet Merger Xxxxxxxx Capital Acquisition Corp. III (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________[●], 2013 2017 (“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 hereofhereof to a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to cover pay its expenses relating Public Stockholders who have properly elected to investigating have their shares of Common Stock redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and selecting a target business and other working capital requirements. In accordance with restated certificate of incorporation that would affect the terms substance or timing of the Trust AgreementCompany’s obligation to redeem 100% of public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to a segregated account held by you on behalf of the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Beneficiaries. Very truly yours, QUARTET MERGER CORP. Xxxxxxxx Capital Acquisition Corp. III By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc.Credit Suisse Securities (USA) LLC

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger XX Xxxx Holding Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________[●], 2013 2014 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (“Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus Prospectus relating to its IPOthe Offering. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ [●], 2016 and to transfer the total proceeds to into the Trust Checking Account trust checking account at XX Xxxxxx Chase Bank Xxxxx Bank, N.A. to await distribution to the Public Stockholders. The Company has selected ____________[●], 20__ 2016, as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and 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 in the Trust Accountfunds, 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, QUARTET MERGER CORP. XX Xxxx Holding Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. [●] EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Xxxxxx, Vice President Re: Trust Account No. Tax Payment Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger XX Xxxx Holding Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________[●], 2013 2014 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ $ [●] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. XX Xxxx Holding Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.●]

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 Quartet Harmony Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________March 23, 2013 2015 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank to await distribution to the Public Stockholders. The Company has selected ____________, 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET HARMONY MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx X. Xxxx, Secretary Chief Operating Officer cc: EarlyBirdCapital, Inc. Cantor Xxxxxxxxxx & Co. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. XXXXXX Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Harmony Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________March 23, 2013 2015 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET HARMONY MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx X. Xxxx, Secretary Chief Operating Officer cc: EarlyBirdCapital, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer Cantor Xxxxxxxxxx & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.Co.

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph Section 1(i) of the Investment Management Trust Agreement between Quartet Merger PowerUp Acquisition Corp. (the “Company”) and Continental American Stock Transfer & Trust Company Company, LLC (the “Trustee”), dated as of ________February 17, 2013 2022 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Company Business (the “Business Combination”) within the time frame specified in Section 1(i) of the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPOTrust Agreement. Capitalized terms used but not defined 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 of the assets in the Trust Account investments on ______________ and to transfer the total proceeds to into the Trust Checking Account trust checking account at XX Xxxxxx Chase Bank a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public StockholdersShareholders. The Company has selected ____________, 20__ [ ] as the record effective date for the purpose of determining when the Public Stockholders Shareholders will be 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 and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate Memorandum and Articles of Incorporation Association of 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, 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, QUARTET MERGER CORP. PowerUp Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Citigroup Global Markets Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental American Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx XxxxCompany, Xxx Xxxx LLC 6000 00xx Xxxxxx Xxxxxxxx, XX 00000 AttnAttention: Xxxxx Di Paolo and Xxxxxxx Xxxxxx [____] Re: Trust Account No. Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(aSection 1(j) of the Investment Management Trust Agreement between Quartet Merger PowerUp Acquisition Corp. (the “Company”) and Continental American Stock Transfer & Trust Company Company, LLC (the “Trustee”), dated as of ___________February 17, 2013 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 its the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER CORP. PowerUp Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Citigroup Global Markets Inc. EXHIBIT E D [Letterhead of Company] [Insert date] Continental American Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx XxxxCompany, Xxx Xxxx LLC 6000 00xx Xxxxxx Xxxxxxxx, XX 00000 AttnAttention: Xxxxx Di Paolo and Xxxxxxx Xxxxxx [____] Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Gentlemen: Pursuant to paragraph 2(bSection 1(k) of the Investment Management Trust Agreement between Quartet Merger PowerUp Acquisition Corp. (the “Company”) and Continental American Stock Transfer & Trust Company Company, LLC (the “Trustee”), dated as of __________February 17, 2013 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $_______ [ ] of the principal and interest income earned on the Property as of the date hereofhereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to cover pay its expenses relating Public Shareholders who have properly elected to investigating have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and selecting a target business restated memorandum and other working capital requirements. In accordance with articles of association to modify the terms substance or timing of the Company’s obligation to redeem 100% of public Ordinary Shares if the Company has not consummated an initial Business Combination within such time as is described in Section 1(i) of the Trust Agreement. As such, 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] letter. Very truly yours, QUARTET MERGER CORP. PowerUp Acquisition Corp. By: Xxxx X. Xxxxxxxxx, Chairman of the Board ByName: Xxxxx Xxxx, Secretary Title: cc: EarlyBirdCapital, Citigroup Global Markets Inc.

Appears in 1 contract

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

Termination Letter. Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Quartet Merger Quinpario Acquisition Corp. 2 (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2013 2014 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank ______________ to await distribution to the Public Stockholders. The Company has selected ____________, 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER QUINPARIO ACQUISITION CORP. 2 By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. Deutsche Bank Securities Inc.; Cantor Xxxxxxxxxx & Co. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger Quinpario Acquisition Corp. 2 (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2013 2014 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. 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, QUARTET MERGER QUINPARIO ACQUISITION CORP. 2 By: Xxxx X. Xxxxxxxxx, Chairman of the Board By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc. Deutsche Bank Securities Inc.; Cantor Xxxxxxxxxx & Co. EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Quinpario Acquisition Corp. 2 (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 2014 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER QUINPARIO ACQUISITION CORP. 2 By: By: cc: Deutsche Bank Securities Inc.; Cantor Xxxxxxxxxx & Co. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx X. Xxxxxxxxx00000 Attn: Xxxxxx Xxxxxx and Xxxxx XxXxxxx Re: Trust Account No. [________] - Termination Letter Gentlemen: Reference is made to the Investment Management Trust Agreement between Quinpario Acquisition Corp. 2 (“Company”) and Continental Stock Transfer & Trust Company, Chairman dated as of _______, 2014 (“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(k) of the Board 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, QUINPARIO ACQUISITION CORP. 2 By: Xxxxx Xxxx, Secretary cc: EarlyBirdCapital, Inc.By:

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 Quartet Merger Asia Select Acquisition I Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2013 2008 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended Memorandum and Restated Certificate Articles of IncorporationAssociation, 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 (a) certify to you that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado Statute have been met and (b) authorize you you, to liquidate all commence liquidation of the Trust Account investments on ______________ and as promptly as practicable to transfer the total proceeds to the Trust Checking Account at XX Xxxxxx Chase Bank to await distribution to the Public Stockholders. The Company has selected ____________, 20__ as the shareholders of record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit Last Date (as defined in the Trust Checking AccountAgreement). You agree will notify the Company in writing as to when all of the funds in the Trust Account will be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders available for immediate transfer (“Transfer Date”) in accordance with the terms of the Trust Agreement and the Amended Memorandum and Restated Certificate Articles of Incorporation Association of the Company. You shall commence distribution of such funds directly to the Company’s shareholders (other than with respect to the initial shares, as defined in the Company’s Prospectus, dated ________, 2008) in accordance with the terms of the Trust Agreement and the Memorandum and Articles of Association of the Company and you shall oversee the distribution of the funds. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. Very truly yours, QUARTET MERGER ASIA SELECT ACQUISITION I CORP. By: Xxxx Mxxxxxx X. XxxxxxxxxXxxxx, Chairman of the Board Chief Executive Officer By: Xxxxx XxxxMin Kxxxx, Secretary cc: EarlyBirdCapital, Inc. EXHIBIT D C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Sxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Quartet Merger Asia Select Acquisition I Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2013 2008 (“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 the tax obligationsobligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER ASIA SELECT ACQUISITION I CORP. By: Xxxx Mxxxxxx X. XxxxxxxxxXxxxx, Chairman of the Board Chief Executive Officer By: Xxxxx XxxxMin Kxxxx, Secretary cc: EarlyBirdCapital, Inc. EXHIBIT E D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Di Paolo and Xxxxxxx Sxxxxx Xxxxxx Re: Trust Account No. Gentlemen: Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Quartet Merger Asia Select Acquisition I Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2013 2008 (“Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof, which does not exceed, in the aggregate with all such prior disbursements pursuant to paragraph 2(b), if any, the maximum amount set forth in paragraph 2(b). The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, QUARTET MERGER ASIA SELECT ACQUISITION I CORP. By: Xxxx Mxxxxxx X. XxxxxxxxxXxxxx, Chairman of the Board Chief Executive Officer By: Xxxxx XxxxMin Kxxxx, Secretary cc: EarlyBirdCapital, Inc.Inc. EXHIBIT E AUTHORIZED INDIVIDUAL(S) AUTHORIZED FOR TELEPHONE CALL BACK TELEPHONE NUMBER(S) Company: Asia Select Acquisition I Corp. 20/X., Xxxxx Merchants Limited Nx. 000-000 Xxx Xxxxx Xxxx Xxxxxxx Xxxx Xxxx Attn: Mxxxxxx X. Xxxxx, Chief Executive Officer (000) 00000000 Trustee: Continental Stock Transfer & Trust Company 10 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Sxxxxx X. Xxxxxx, Chairman (000) 000-0000

Appears in 1 contract

Samples: Investment Management Trust Agreement (Asia Select Acquisition I Corp.)

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