Common use of Termination Letter Clause in Contracts

Termination Letter. Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Cxxxxxxxx Capital Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2018 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on , 20 and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected (1) as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, By: Name: Title:

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Churchill Capital Corp), Investment Management Trust Agreement (Churchill Capital Corp)

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Termination Letter. Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Cxxxxxxxx Capital Corp Osprey Energy Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2018 2017 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on , 20 and to transfer the total proceeds into a segregated the trust checking account held by you on behalf of the Beneficiaries at _____________ to await distribution to the Public Stockholders. The Company has selected [ ](1) as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i1(j) of the Trust Agreement. Very truly yours, Osprey Energy Acquisition Corp. By: Name: Title:

Appears in 2 contracts

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

Termination Letter. Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Cxxxxxxxx Capital Corp DiamondHead Holdings Corp. (the “Company”) and Continental American Stock Transfer & Trust Company Company, LLC (the “Trustee”), dated as of , 2018 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on , 20 and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected [ ](1) as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, By: Name: Title:.

Appears in 2 contracts

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

Termination Letter. Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Cxxxxxxxx Capital Corp Far Point Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2018 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on , 20 and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected (1) as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, Far Point Acquisition Corporation By: Name: Title:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Far Point Acquisition Corp)

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Termination Letter. Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Cxxxxxxxx Capital Corp Spartan Energy Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2018 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on , 20 and to transfer the total proceeds into a segregated the trust checking account held by you on behalf of the Beneficiaries at [_____________________] to await distribution to the Public Stockholders. The Company has selected (1) , 20 as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i1(j) of the Trust Agreement. Very truly yours, Spartan Energy Acquisition Corp. By: Name: Title:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Spartan Energy Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Cxxxxxxxx Capital Corp ROI Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of September 16, 2018 2013 (as amended from time to time, the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target 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 relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on , 20 and to transfer the total proceeds into a segregated the trust checking account held by you on behalf of the Beneficiaries at JX Xxxxxx Chase Bank, N.A. to await distribution to the Public Stockholders. The Company has selected (1) October 26, 2015 as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i1(j) of the Trust Agreement. Very truly yours, ROI Acquisition Corp. II By: Name: Title:: cc: Deutsche Bank Securities Inc.”

Appears in 1 contract

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

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