Common use of Trust Account Waiver Acknowledgment Clause in Contracts

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business in the business process industry which the Company seeks to acquire (the “Target Business”) unless and until such Target Business acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established a Trust Account, initially in an amount of $[•] ($[•] if the Underwriters exercise their option to purchase the Optional Units in full), including deferred underwriting discounts and commissions of $[•] ($[•] if the Underwriters exercise their option to purchase the Optional Units in full), for the benefit of the public stockholders and that the Company may disburse monies from the trust account only (i) to the public stockholders in the event they elect to convert their IPO Units (as defined in Section 3(ee)) or the Company liquidates or (ii) to the Company after it consummates a Business Combination and (b) for and in consideration of the Company agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it, such Target Business agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (the “Claims”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Notwithstanding the foregoing, in the event any Target Business refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Account, the Company may nonetheless commence its due diligence investigations of such Target Business if and only if the Company’s management determines in good faith that the Company would be unable to obtain, on a reasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business in the business process industry which the Company seeks to acquire (the “Target Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established a the Trust Account, initially in an amount of $[•] ($[•] if the Underwriters exercise their option to purchase the Optional Units in full), including deferred underwriting discounts and commissions of $[•] ($[•] if the Underwriters exercise their option to purchase the Optional Units in full), 58,840,685 for the benefit of the public stockholders and that that, except for a portion of the interest earned (net of taxes) on the amount held in the Trust Account, the Company may disburse monies from the trust account Trust Account only (i) to the public stockholders in the event they elect to convert of the conversion of their IPO Units (as defined in Section 3(ee)) shares or the Company liquidates dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) to the Company after it consummates after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with itit or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (the a “ClaimsClaim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Notwithstanding the foregoing, The foregoing letters shall substantially be in the event any Target Business refuses to acknowledge in writing that it does not have any rightsform attached hereto as Exhibits A and B, title, interest or claims of any kind in or to any monies in the Trust Account, the Company may nonetheless commence its due diligence investigations of such Target Business if and only if the Company’s management determines in good faith that the Company would be unable to obtain, on a reasonable basis, substantially similar opportunities from another entity willing to execute such a waiverrespectively.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence use its due diligence investigation of reasonable best efforts prior to engaging in discussions with any operating business in the business process industry which the Company seeks to acquire (the ““ Target Business”) unless and until such Target Business acknowledges or obtaining the services of any vendor to acknowledge in writing, writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established a the Trust Account, initially in an amount of $[•] 35,550,000 ($[•] if without giving effect to any exercise of the Underwriters exercise their option to purchase the Optional Units in full), including deferred underwriting discounts and commissions of $[•] ($[•] if the Underwriters exercise their option to purchase the Optional Units in full), Over-allotment Option) for the benefit of the public stockholders and that that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the trust account Trust Account only (i) to the public stockholders in the event they elect to convert redeem their IPO Units Shares (as defined below in Section 3(ee8.5)) or the Company liquidates or , (ii) to the holders of the IPO Shares upon the liquidation of the Company after it consummates if the Company fails to consummate a Business Combination Combination, (iii) after or concurrently with the consummation of a Business Combination, or (iv) to the Company only with respect to the interest income, net of taxes, to fund working capital and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with itit or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (the “Claims“ Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Notwithstanding the foregoing, The foregoing letters shall substantially be in the event any Target Business refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Account, the form attached hereto as Exhibits A and B respectively. The Company may nonetheless commence its due diligence investigations of forego obtaining such Target Business if and waivers only if the Company’s management determines in good faith that Company shall have received the Company would be unable to obtain, on approval of its Chief Executive Officer and the approving vote or written consent of at least a reasonable basis, substantially similar opportunities from another entity willing to execute such a waivermajority of its Board of Directors.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence use its due diligence investigation of reasonable best efforts prior to engaging in discussions with any operating business in the business process industry which the Company seeks to acquire (the “Target Business”) unless and until such Target Business acknowledges or obtaining the services of any vendor to acknowledge in writing, writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established a the Trust Account, initially in an amount of $[•] 49,500,000 ($[•] if without giving effect to any exercise of the Underwriters exercise their option to purchase the Optional Units in full), including deferred underwriting discounts and commissions of $[•] ($[•] if the Underwriters exercise their option to purchase the Optional Units in full), Over-allotment Option) for the benefit of the public stockholders and that that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the trust account Trust Account only (i) to the public stockholders in the event they vote against a Business Combination and elect to convert redeem their IPO Units Shares (as defined below in Section 3(ee8.5)) or the Company liquidates or , (ii) to the holders of the IPO Shares upon the liquidation of the Company after it consummates if the Company fails to consummate a Business Combination Combination, (iii) after or concurrently with the consummation of a Business Combination, or (iv) to the Company only with respect to the interest income, net of taxes, to fund working capital and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with itit or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (the “ClaimsClaim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Notwithstanding the foregoing, The foregoing letters shall substantially be in the event any Target Business refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Account, the form attached hereto as Exhibits A and B respectively. The Company may nonetheless commence its due diligence investigations of forego obtaining such Target Business if and waivers only if the Company’s management determines in good faith that Company shall have received the Company would be unable to obtain, on approval of its Chief Executive Officer and the approving vote or written consent of at least a reasonable basis, substantially similar opportunities from another entity willing to execute such a waivermajority of its Board of Directors.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business in the business process industry which the Company seeks to acquire (the “Target Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established a the Trust Account, initially in an amount of $[•] ($[•] if the Underwriters exercise their option to purchase the Optional Units in full), including deferred underwriting discounts and commissions of $[•] ($[•] if the Underwriters exercise their option to purchase the Optional Units in full), 59,405,685 for the benefit of the public stockholders and that that, except for a portion of the interest earned (net of taxes) on the amount held in the Trust Account, the Company may disburse monies from the trust account Trust Account only (i) to the public stockholders in the event they elect to convert of the conversion of their IPO Units (as defined in Section 3(ee)) shares or the Company liquidates dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) to the Company after it consummates after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with itit or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (the a “ClaimsClaim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Notwithstanding the foregoing, The foregoing letters shall substantially be in the event any Target Business refuses to acknowledge in writing that it does not have any rightsform attached hereto as Exhibits A and B, title, interest or claims of any kind in or to any monies in the Trust Account, the Company may nonetheless commence its due diligence investigations of such Target Business if and only if the Company’s management determines in good faith that the Company would be unable to obtain, on a reasonable basis, substantially similar opportunities from another entity willing to execute such a waiverrespectively.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence use its due diligence investigation of reasonable best efforts prior to engaging in discussions with any operating business in the business process industry which the Company seeks to acquire (the “Target Business”) unless and until such Target Business acknowledges or obtaining the services of any vendor to acknowledge in writing, writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established a the Trust Account, initially in an amount of $[•] 35,550,000 ($[•] if without giving effect to any exercise of the Underwriters exercise their option to purchase the Optional Units in full), including deferred underwriting discounts and commissions of $[•] ($[•] if the Underwriters exercise their option to purchase the Optional Units in full), Over-allotment Option) for the benefit of the public stockholders and that that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the trust account Trust Account only (i) to the public stockholders in the event they elect to convert redeem their IPO Units Shares (as defined below in Section 3(ee8.5)) or the Company liquidates or , (ii) to the holders of the IPO Shares upon the liquidation of the Company after it consummates if the Company fails to consummate a Business Combination Combination, (iii) after or concurrently with the consummation of a Business Combination, or (iv) to the Company only with respect to the interest income, net of taxes, to fund working capital and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with itit or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (the “ClaimsClaim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Notwithstanding the foregoing, The foregoing letters shall substantially be in the event any Target Business refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Account, the form attached hereto as Exhibits A and B respectively. The Company may nonetheless commence its due diligence investigations of forego obtaining such Target Business if and waivers only if the Company’s management determines in good faith that Company shall have received the Company would be unable to obtain, on approval of its Chief Executive Officer and the approving vote or written consent of at least a reasonable basis, substantially similar opportunities from another entity willing to execute such a waivermajority of its Board of Directors.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business in the business process industry media, digital media or technology industries which the Company seeks to acquire (the “Target Business”) unless and until such Target Business acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established a Trust Account, initially in an amount of $[•] ($[•] if the Underwriters exercise their option to purchase the Optional Units in full), including deferred underwriting discounts and commissions of $[•] ($[•] if the Underwriters exercise their option to purchase the Optional Units in full), 96,750,004 for the benefit of the public stockholders and that the Company may disburse monies from the trust account only (i) to the public stockholders in the event they elect to convert their IPO Units Shares (as defined in Section 3(ee3(x)) or the Company liquidates or (ii) to the Company after it consummates a Business Combination and (b) for and in consideration of the Company agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it, such Target Business agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (the “Claims”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Notwithstanding the foregoing, in the event any Target Business refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Account, the Company may nonetheless commence its due diligence investigations of such Target Business if and only if the Company’s management determines in good faith that the Company would be unable to obtain, on a reasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business in the business process industry which the Company seeks to acquire (the “Target Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established a the Trust Account, initially in an amount of $[•] ($[•] if the Underwriters exercise their option to purchase the Optional Units in full), including deferred underwriting discounts and commissions of $[•] ($[•] if the Underwriters exercise their option to purchase the Optional Units in full), 57,640,000 for the benefit of the public stockholders and that that, except for a portion of the interest earned (net of taxes) on the amount held in the Trust Account, the Company may disburse monies from the trust account Trust Account only (i) to the public stockholders in the event they elect to convert of the conversion of their IPO Units (as defined in Section 3(ee)) shares or the Company liquidates dissolution and liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation or (ii) to the Company after it consummates after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with itit or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (the a “ClaimsClaim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Notwithstanding the foregoing, The foregoing letters shall substantially be in the event any Target Business refuses to acknowledge in writing that it does not have any rightsform attached hereto as Exhibits A and B, title, interest or claims of any kind in or to any monies in the Trust Account, the Company may nonetheless commence its due diligence investigations of such Target Business if and only if the Company’s management determines in good faith that the Company would be unable to obtain, on a reasonable basis, substantially similar opportunities from another entity willing to execute such a waiverrespectively.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence use its due diligence investigation of reasonable efforts prior to engaging in discussions with any operating business in the business process industry person or entity with which the Company seeks to acquire consummate a Business Combination (the “Target BusinessTarget”) unless and until such Target Business acknowledges or prior to the Company obtaining the services of any vendor to acknowledge in writing, writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established a the Trust Account, initially in an amount of $[•] 40,000,000 ($[•] if without giving effect to any exercise of the Underwriters exercise their option to purchase the Optional Units in full), including deferred underwriting discounts and commissions of $[•] ($[•] if the Underwriters exercise their option to purchase the Optional Units in full), Over-allotment Option) for the benefit of the public stockholders and that that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the trust account Trust Account only (i) to the public stockholders holders of the Public Common Stock in the event they elect to convert redeem their IPO Units (as defined shares of Public Common Stock in Section 3(ee)) or connection with the Company liquidates or consummation of a Business Combination, (ii) to the holders of the Public Common Stock if the Company fails to consummate a Business Combination within 21 months from the Closing Date, or (iii) to the Company after it consummates or concurrently with the consummation of a Business Combination and (b) for and in consideration (i) of the Company agreeing to evaluate such Target Business for purposes of consummating a Business Combination with itit or (ii) of the Company agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (the “ClaimsClaim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Notwithstanding the foregoing, The foregoing letters shall substantially be in the event any Target Business refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Account, the form attached hereto as Exhibits A and B respectively. The Company may nonetheless commence its due diligence investigations of forego obtaining such Target Business if and waivers only if the Company’s management determines in good faith that Company shall have received the Company would be unable to obtain, on approval of its Chief Executive Officer and the approving vote or written consent of at least a reasonable basis, substantially similar opportunities from another entity willing to execute such a waivermajority of its Board of Directors.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence use its due diligence investigation of reasonable best efforts prior to engaging in discussions with any operating business in the business process industry person or entity with which the Company seeks to acquire consummate a Business Combination (the “Target BusinessTarget”) unless and until such Target Business acknowledges or obtaining the services of any vendor to acknowledge in writing, writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established a the Trust Account, initially in an amount of $[•] 6,022,500 ($[•] if without giving effect to any exercise of the Underwriters exercise their option to purchase the Optional Units in full), including deferred underwriting discounts and commissions of $[•] ($[•] if the Underwriters exercise their option to purchase the Optional Units in full), Over-allotment Option) for the benefit of the public stockholders and that that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the trust account Trust Account only (i) to the public stockholders in holders of the event they elect to convert their IPO Units (as defined in Section 3(ee)) or Shares if the Company liquidates fails to consummate a Business Combination within 24 months from the date of the Prospectus, or (ii) to the Company after it consummates or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with itit or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (the “ClaimsClaim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Notwithstanding the foregoing, The foregoing letters shall substantially be in the event any Target Business refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Account, the form attached hereto as Exhibits A and B respectively. The Company may nonetheless commence its due diligence investigations of forego obtaining such Target Business if and waivers only if the Company’s management determines Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least a majority of its Board of Directors. The term “IPO Shares” means the Ordinary Shares contained in good faith that the Company would be unable to obtain, on a reasonable basis, substantially similar opportunities from another entity willing to execute such a waiverPublic Securities.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence that, prior to commencing its due diligence investigation of any operating target business in the business process industry with which the Company seeks to acquire enters into a written letter of intent, confidentiality or non-disclosure agreement or other written agreement (the “Target Business”) unless or obtaining the services of any vendor or service provider (excluding, solely with respect to any deferred underwriters’ discounts and until commissions, the Underwriters), the Company will use reasonable efforts to cause such Target Business acknowledges or vendor or service provider to acknowledge in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges acknowledge the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established a the Trust Account, initially in an amount of $[•] 100,000,002 ($[•] if the Underwriters exercise their option to purchase the Optional Units in full), including deferred underwriting discounts and commissions of $[•] ($[•] if the Underwriters exercise their option to purchase the Optional Units in full), 5,400,000) for the benefit of the public stockholders and that of the Company may disburse monies from and the trust account only (i) to the public stockholders Underwriters, as described in the event they elect to convert their IPO Units (Trust Agreement and as defined in Section 3(ee)) or the Company liquidates or (ii) to the Company after it consummates a Business Combination further described on Exhibit A attached hereto, and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with itit or (ii) agreeing to engage the services of the vendor or service provider, as the case may be, such Target Business or vendor or service provider agrees that it does not have any right, title, interest or claim of any kind in or to any monies amounts held in the Trust Account (the “Claims”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Notwithstanding the foregoing, in the event any Target Business refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Account, the Company may nonetheless commence its due diligence investigations of such Target Business if and only if the Company’s management determines in good faith that the Company would be unable to obtain, on a reasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.

Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence use its due diligence investigation of reasonable efforts prior to engaging in discussions with any operating business in the business process industry person or entity with which the Company seeks to acquire consummate a Business Combination (the “Target BusinessTarget”) unless and until such Target Business acknowledges or prior to the Company obtaining the services of any vendor to acknowledge in writing, writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established a the Trust Account, initially in an amount of $[•] 40,400,000 ($[•] if without giving effect to any exercise of the Underwriters exercise their option to purchase the Optional Units in full), including deferred underwriting discounts and commissions of $[•] ($[•] if the Underwriters exercise their option to purchase the Optional Units in full), Over-allotment Option) for the benefit of the public stockholders and that that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the trust account Trust Account only (i) to the public stockholders holders of the Public Common Stock in the event they elect to convert redeem their IPO Units (as defined shares of Public Common Stock in Section 3(ee)) or connection with the Company liquidates or consummation of a Business Combination, (ii) to the holders of the Public Common Stock if the Company fails to consummate a Business Combination within 21 months from the Closing Date, or (iii) to the Company after it consummates or concurrently with the consummation of a Business Combination and (b) for and in consideration (i) of the Company agreeing to evaluate such Target Business for purposes of consummating a Business Combination with itit or (ii) of the Company agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (the “ClaimsClaim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Notwithstanding the foregoing, The foregoing letters shall substantially be in the event any Target Business refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Account, the form attached hereto as Exhibits A and B respectively. The Company may nonetheless commence its due diligence investigations of forego obtaining such Target Business if and waivers only if the Company’s management determines in good faith that Company shall have received the Company would be unable to obtain, on approval of its Chief Executive Officer and the approving vote or written consent of at least a reasonable basis, substantially similar opportunities from another entity willing to execute such a waivermajority of its Board of Directors.