Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. (ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 71 contracts
Samples: Forward Purchase Agreement (CEA Space Partners I Corp.), Forward Purchase Agreement (Berenson Acquisition Corp. I), Forward Purchase Agreement (Target Global Acquisition I Corp.)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders upon the IPO Closing. The Purchaser, for itself and its affiliates, Purchaser hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 46 contracts
Samples: Subscription Agreement (Zapp Electric Vehicles Group LTD), Subscription Agreement (Zapp Electric Vehicles Group LTD), Subscription Agreement (Power & Digital Infrastructure Acquisition II Corp.)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders shareholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 41 contracts
Samples: Forward Purchase Agreement (LatAmGrowth SPAC), Forward Purchase Agreement (LatAmGrowth SPAC), Forward Purchase Agreement (Igniting Consumer Growth Acquisition Co LTD)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account Account”) for the benefit of its public stockholders shareholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class A Shares issued in the IPO (the “Public Shares Shares”) held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall not pursue such Claim solely against the Company and its assets outside the Trust Account and not or against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 28 contracts
Samples: Forward Purchase Agreement (Motive Capital Corp II), Forward Purchase Agreement (Ermenegildo Zegna Holditalia S.p.A.), Forward Purchase Agreement (Fintech Ecosystem Development Corp.)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account Account”) for the benefit of its public stockholders shareholders upon the IPO Closingclosing of the IPO. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Class A Shares held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Class A Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Class A Shares held by it.
Appears in 28 contracts
Samples: Forward Purchase Agreement (Tristar Acquisition I Corp.), Forward Purchase Agreement (Tiga Acquisition Corp. III), Forward Purchase Agreement (GP-Act III Acquisition Corp.)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account Account”) for the benefit of its public stockholders shareholders upon the IPO Closingclosing of the IPO. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 27 contracts
Samples: Forward Purchase Agreement (Lanvin Group Holdings LTD), Forward Purchase Agreement (Lanvin Group Holdings LTD), Forward Purchase Agreement (Generation Asia I Acquisition LTD)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account Account”) for the benefit of its public stockholders shareholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares Shares, if any, held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 11 contracts
Samples: Forward Purchase Agreement (Chain Bridge I), Forward Purchase Agreement (First Light Acquisition Group, Inc.), Forward Purchase Agreement (TPG Pace Solutions Corp.)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account Account”) for the benefit of its public stockholders shareholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Ordinary Shares issued in the IPO (the “Public Shares Shares”) held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall not pursue such Claim solely against the Company and its assets outside the Trust Account and not or against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 8 contracts
Samples: Forward Purchase Agreement (Orion Biotech Opportunities Corp.), Forward Purchase Agreement (Aries I Acquisition Corp.), Forward Purchase Agreement (Orion Biotech Opportunities Corp.)
Trust Account. (i) The Each Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account Account”) for the benefit of its public stockholders upon the IPO Closingclosing of the IPO. The Each Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Class A Shares held by it.
(ii) The Each Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Class A Shares held by it. In the event the any Purchaser has any Claim against the Company under this Agreement, the such Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Class A Shares held by it.
Appears in 8 contracts
Samples: Forward Purchase Agreement (Longview Acquisition Corp. II), Forward Purchase Agreement (Longview Acquisition Corp. II), Forward Purchase Agreement (Longview Acquisition Corp. II)
Trust Account. (i) The Each Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account Account”) for the benefit of its public stockholders shareholders upon the IPO Closing. The Each Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares Shares, if any, held by it.
(ii) The Each Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares held by it. In the event the a Purchaser has any Claim against the Company under this Agreement, the such Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares held by it.
Appears in 8 contracts
Samples: Forward Purchase Agreement (TPG Pace Solutions Corp.), Forward Purchase Agreement (TPG Pace Tech Opportunities II Corp.), Forward Purchase Agreement (TPG Pace Solutions Corp.)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders upon the IPO Closing. The Purchaser, for itself and its affiliates, Purchaser hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it, and any securities of the Company acquired by Purchaser other than as a result of this Agreement.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it, and any securities of the Company acquired by Purchaser other than as a result of this Agreement. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 7 contracts
Samples: Subscription Agreement (Lakeshore Acquisition II Corp.), Subscription Agreement (Lakeshore Acquisition II Corp.), Subscription Agreement (Lakeshore Acquisition II Corp.)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish has established a trust account (the “Trust Account Account”) for the benefit of its public stockholders upon the IPO Closingshareholders. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Ordinary Shares sold in the IPO (“Public Shares Shares”) held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 6 contracts
Samples: Equity Purchase Agreement (FGL Holdings), Equity Purchase Agreement (FGL Holdings), Equity Purchase Agreement (FGL Holdings)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account Account”) for the benefit of its public stockholders upon the IPO Closingclosing of the IPO. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Class A Shares held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Class A Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Class A Shares held by it.
Appears in 6 contracts
Samples: Forward Purchase Agreement (Supernova Partners Acquisition Company, Inc.), Forward Purchase Agreement (Foley Trasimene Acquisition II), Forward Purchase Agreement (Foley Trasimene Acquisition Corp.)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders shareholders upon the IPO Closing. The Purchaser, for itself and its affiliates, Purchaser hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 6 contracts
Samples: Transfer and Subscription Agreement (7 Acquisition Corp), Subscription Agreement (Blue Ocean Acquisition Corp), Subscription Agreement (Europa Growth Acquisition Co)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account Account”) for the benefit of its public stockholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any shares of Class A Common Stock issued in the IPO (the “Public Shares Shares”) held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall not pursue such Claim solely against the Company and its assets outside the Trust Account and not or against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 5 contracts
Samples: Forward Purchase Agreement (Zimmer Energy Transition Acquisition Corp.), Forward Purchase Agreement (Zimmer Energy Transition Acquisition Corp.), Forward Purchase Agreement (Zimmer Energy Transition Acquisition Corp.)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account Account”) for the benefit of its public stockholders shareholders upon the IPO Closingclosing of the IPO. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Class A Shares held by it.
. (ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Class A Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Class A Shares held by it.. (b)
Appears in 5 contracts
Samples: Forward Purchase Agreement (Altimeter Growth Corp. 2), Forward Purchase Agreement (Altimeter Growth Corp. 2), Forward Purchase Agreement (Altimeter Growth Corp.)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders shareholders upon the IPO Closing. The Purchaser, for itself and its affiliatesAffiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 5 contracts
Samples: Forward Purchase Agreement (byNordic Acquisition Corp), Forward Purchase Agreement (byNordic Acquisition Corp), Forward Purchase Agreement (Integral Acquisition Corp 1)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account Account”) for the benefit of its public stockholders shareholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class A Shares issued in the IPO (the “Public Shares Shares”) held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 4 contracts
Samples: Forward Purchase Agreement (Artisan Acquisition Corp.), Forward Purchase Agreement (Artisan Acquisition Corp.), Forward Purchase Agreement (Artisan Acquisition Corp.)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account Account”) for the benefit of its public stockholders shareholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class A Ordinary Shares issued in the IPO (the “Public Shares Shares”) held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall not pursue such Claim solely against the Company and its assets outside the Trust Account and not or against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 4 contracts
Samples: Forward Purchase Agreement (Founder SPAC), Forward Purchase Agreement (Founder SPAC), Forward Purchase Agreement (Founder SPAC)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account Account”) for the benefit of its public stockholders shareholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class A Shares issued in the IPO (the “Public Shares Shares”) held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 4 contracts
Samples: Forward Purchase Agreement (Summit Healthcare Acquisition Corp.), Forward Purchase Agreement (Summit Healthcare Acquisition Corp.), Forward Purchase Agreement (Summit Healthcare Acquisition Corp.)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account Account”) for the benefit of its public stockholders shareholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class A ordinary shares issued in the IPO (the “Public Shares Shares”) held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall not pursue such Claim solely against the Company and its assets outside the Trust Account and not or against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 4 contracts
Samples: Forward Purchase Agreement (Sound Point Acquisition Corp I, LTD), Forward Purchase Agreement (Sound Point Acquisition Corp I, LTD), Forward Purchase Agreement (Sound Point Acquisition Corp I, LTD)
Trust Account. (i1) The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account Account”) for the benefit of its public stockholders shareholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares Shares, if any, held by it.
(ii2) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the a Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 4 contracts
Samples: Forward Purchase Agreement (TPB Acquisition Corp I), Forward Purchase Agreement (TPB Acquisition Corp I), Forward Purchase Agreement (TPB Acquisition Corp I)
Trust Account. (i) The Purchaser Purchasers hereby acknowledges acknowledge that it is they are aware that the Company will establish the Trust Account for the benefit of its public stockholders upon the IPO Closing. The PurchaserPurchasers, for itself themselves and its their affiliates, hereby agrees agree that it has they have no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser Purchasers may have in respect of any Public Shares held by itthem.
(ii) The Purchaser Purchasers hereby agrees agree that it they shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser Purchasers may have in respect of any Public Shares held by itthem. In the event the Purchaser has Purchasers have any Claim against the Company under this Agreement, the Purchaser Purchasers shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser Purchasers may have in respect of any Public Shares held by itthem.
Appears in 3 contracts
Samples: Forward Purchase Agreement (Khosla Ventures Acquisition Co.), Forward Purchase Agreement (Lux Health Tech Acquisition Corp.), Forward Purchase Agreement (Lux Health Tech Acquisition Corp.)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account Account”) for the benefit of its public stockholders shareholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class A Ordinary Shares issued in the IPO (the “Public Shares Shares”) held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares Securities held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall not pursue such Claim solely against the Company and its assets outside the Trust Account and not or against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares Securities held by it.
Appears in 3 contracts
Samples: Forward Purchase Agreement (Corsair Partnering Corp), Forward Purchase Agreement (Corsair Partnering Corp), Forward Purchase Agreement (Corsair Partnering Corp)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish maintains a trust account (the “Trust Account Account”) for the benefit of its public stockholders upon the IPO Closingshareholders. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Company Ordinary Shares held by itthe Purchaser.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Company Ordinary Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Company Ordinary Shares held by itthe Purchaser.
Appears in 3 contracts
Samples: Forward Purchase Agreement (Nexters Inc.), Forward Purchase Agreement (Nexters Inc.), Forward Purchase Agreement (Kismet Acquisition One Corp)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account SPAC has established a trust account for the benefit of its public stockholders upon (the IPO Closing“Trust Account”). The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Accounttrust account, or any other asset of the Company SPAC as a result of any liquidation of the CompanySPAC, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares public shares held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares public shares held by it. In the event the Purchaser has any Claim against the Company SPAC under this Agreement, the Purchaser shall pursue such Claim solely against the Company SPAC and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 3 contracts
Samples: Prepaid Forward Purchase Agreement (ScanTech AI Systems Inc.), Prepaid Forward Purchase Agreement (FG Merger Corp.), Prepaid Forward Purchase Agreement (Beneficient)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares Shares, if any, held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 3 contracts
Samples: Director Forward Purchase Agreement (Pershing Square Tontine Holdings, Ltd.), Director Forward Purchase Agreement (Pershing Square Tontine Holdings, Ltd.), Director Forward Purchase Agreement (Pershing Square Tontine Holdings, Ltd.)
Trust Account. (ia) The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
(iib) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 2 contracts
Samples: Forward Purchase Agreement (Osiris Acquisition Corp.), Forward Purchase Agreement (Osiris Acquisition Corp.)
Trust Account. (i) The Each Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders shareholders upon the IPO Closing. The Each Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares held by it.
(ii) The Each Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares held by it. In the event the a Purchaser has any Claim against the Company under this Agreement, the such Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares held by it.
Appears in 2 contracts
Samples: Forward Purchase Agreement (ExcelFin Acquisition Corp.), Forward Purchase Agreement (ExcelFin Acquisition Corp.)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account Account”) containing the proceeds of the IPO and from certain private placements occurring simultaneously with the IPO (including interest or other earnings accrued from time to time thereon) (the “Trust Funds”) for the benefit of its the Company’s public stockholders upon and the IPO Closingunderwriters of the IPO. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the CompanyFunds, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares public shares held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust AccountFunds, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account Funds that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares public shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust AccountFunds, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares public shares held by it.
(iii) Nothing contained in this Section 4(a) shall be construed or intended to limit or otherwise waive any rights of the Purchaser to receive any underwriting fees payable with respect to the IPO.
Appears in 2 contracts
Samples: Forward Purchase Agreement (Hennessy Capital Acquisition Corp IV), Forward Purchase Agreement (Hennessy Capital Acquisition Corp IV)
Trust Account. (i) The a. Each Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders upon the IPO Closing. The Purchaser, for itself and its affiliates, Each Purchaser hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any shares sold to public stockholders in the IPO (“Public Shares Shares”) held by it.
(ii) The b. Each Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares held by it. In the event the such Purchaser has any Claim against the Company under this Agreement, the such Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares held by it.
Appears in 2 contracts
Samples: Subscription Agreement (Good Works II Acquisition Corp.), Subscription Agreement (Good Works Acquisition Corp.)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders upon the IPO Closing. The Purchaser, for itself and its affiliates, Purchaser hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company in respect of the Securities as a result of any liquidation of the Company, except for provided that the foregoing shall not apply with respect to any other securities of the Company held by it, including distribution, redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust AccountAccount in respect of the Securities, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the futurefuture in respect of the Securities, except for provided that the foregoing shall not apply with respect to any other securities of the Company held by it, including distribution, redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for distribution, redemption and liquidation rights, if any, the Purchaser may have in respect of any other securities of the Company held by it, including any Public Shares held by it.
Appears in 2 contracts
Samples: Founder Share Subscription Agreement (NewHold Investment Corp. II), Founder Share Subscription Agreement (NewHold Investment Corp. II)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders shareholders upon the IPO Closing. The Purchaser hereby agrees that, solely with respect to the Class B Shares and Class A Shares underlying the Private Placement Warrants held by the Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company. The foregoing acknowledgement shall not affect any rights, except for including redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption redemption, liquidation, and liquidation other rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption redemption, liquidation, and liquidation other rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 2 contracts
Samples: Subscription Agreement (Isos Acquisition Corp.), Subscription Agreement (Isos Acquisition Corp.)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account Account”) in which the proceeds of the IPO and from certain private placements occurring simultaneously with the IPO (such proceeds, including interest or other earnings accrued from time to time thereon, collectively, the “Trust Funds”) shall be deposited for the benefit of its the Company’s public stockholders upon and the IPO Closingunderwriters of the IPO. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the CompanyFunds, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust AccountFunds, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account Funds that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall not pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust AccountFunds, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
(iii) Nothing contained in this Section 4(a) shall be construed or intended to limit or otherwise waive any rights of the Purchaser to receive any underwriting fees payable with respect to the IPO.
Appears in 2 contracts
Samples: Forward Purchase Agreement (Lionheart Acquisition Corp. II), Forward Purchase Agreement (Lionheart Acquisition Corp. II)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account has established a trust account for the benefit of its public stockholders upon (the IPO Closing“Trust Account”). The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Accounttrust account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares public shares held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares public shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 2 contracts
Samples: Forward Purchase Agreement (JATT Acquisition Corp), Forward Purchase Agreement (JATT Acquisition Corp)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares shares of Class A Common Stock issued in the IPO held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares shares of Class A Common Stock held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall not pursue such Claim solely against the Company and its assets outside the Trust Account and not or against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares shares of Class A Common Stock held by it.
Appears in 2 contracts
Samples: Forward Purchase Agreement (M3-Brigade Acquisition III Corp.), Forward Purchase Agreement (M3-Brigade Acquisition III Corp.)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish established a trust account (the “Trust Account Account”) for the benefit of its public stockholders upon shareholders at the IPO Closingclosing of the IPO. The Purchaser, for itself and its affiliates, hereby agrees agree that it has no right, title, title interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 2 contracts
Samples: Subscription Agreement, Subscription Agreement (One Madison Corp)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish has established a trust account (the “Trust Account Account”) for the benefit of its public stockholders upon shareholders in connection with the IPO Closingclosing of the Company’s IPO. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any distributions therefrom, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class A Ordinary Shares issued in the IPO (the “Public Shares Shares”) held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, or any distributions therefrom and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account Account, or any distributions therefrom, that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall not pursue such Claim solely against the Company and its assets outside the Trust Account and not or against the property or any monies in the Trust Account, or any distributions therefrom, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 2 contracts
Samples: Backstop Facility Agreement (CC Neuberger Principal Holdings III), Backstop Facility Agreement (CC Neuberger Principal Holdings II)
Trust Account. (i) The Each Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders upon the IPO Closing. The Purchaser, for itself and its affiliates, Each Purchaser hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares held by it.
(ii) The Each Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares held by it. In the event the such Purchaser has any Claim against the Company under this Agreement, the such Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares held by it.
Appears in 2 contracts
Samples: Subscription Agreement (Good Works II Acquisition Corp.), Subscription Agreement (Good Works Acquisition Corp.)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders upon the IPO Closing. The Purchaser hereby agrees that, solely with respect to the Class B Shares and Class A Shares underlying the Private Placement Units held by the Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company. The foregoing acknowledgement shall not affect any rights, except for including redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption redemption, liquidation, and liquidation other rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption redemption, liquidation, and liquidation other rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 2 contracts
Samples: Subscription Agreement (Growth Capital Acquisition Corp.), Subscription Agreement (Growth Capital Acquisition Corp.)
Trust Account. (i) The Purchaser Each Option Holder hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders upon the IPO Closing. The PurchaserEach Option Holder, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser Option Holders may have in respect of any Public Shares held by it.
(ii) The Purchaser Each Option Holder hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser Option Holder may have in respect of any Public Shares held by it. In the event the Purchaser an Option Holder has any Claim against the Company under this Agreement, the Purchaser such Option Holder shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser Option Holder may have in respect of any Public Shares held by it.
Appears in 2 contracts
Samples: Option Agreement (Sentinel Energy Services Inc.), Option Agreement (Sentinel Energy Services Inc.)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish has established a trust account (the “Trust Account Account”) for the benefit of its public stockholders upon the IPO Closingstockholders. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 2 contracts
Samples: Equity Participation Agreement, Equity Participation Agreement (Far Point Acquisition Corp)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account has established a trust account for the benefit of its public stockholders upon (the IPO Closing“Trust Account”). The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Accounttrust account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares public shares held by it..
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares public shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it..
Appears in 2 contracts
Samples: Forward Purchase Agreement (JATT Acquisition Corp), Forward Purchase Agreement (JATT Acquisition Corp)
Trust Account. (i) The Purchaser Consenting Forward Contract Parties hereby acknowledges acknowledge that it is they are aware that the Company will establish established a trust account (the “Trust Account Account”) for the benefit of its public stockholders upon shareholders at the IPO Closingclosing of the IPO. The PurchaserEach consenting Forward Contract Party, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, Account or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
(ii) The Purchaser Each Consenting Forward Contract Party hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser a Consenting Forward Contract Party has any Claim against the Company under this AgreementConsent, the Purchaser such Consenting Forward Contract Party shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 2 contracts
Samples: Consent (One Madison Corp), Consent of Forward Contract Parties
Trust Account. (i) The Each Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account Account”) for the benefit of its public stockholders shareholders upon the IPO Closing. The Each Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the each Purchaser may have in respect of any Class A Shares issued in the IPO (the “Public Shares Shares”) held by it.
(ii) The Each Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares held by it. In the event the any Purchaser has any Claim against the Company under this Agreement, the such Purchaser shall not pursue such Claim solely against the Company and its assets outside the Trust Account and not or against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares held by it.
Appears in 2 contracts
Samples: Forward Purchase Agreement (Motive Capital Corp), Forward Purchase Agreement (Motive Capital Corp)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account has established a trust account for the benefit of its public stockholders upon the IPO Closingholders of the Public Shares (the “Trust Account”), in an amount equal to the gross proceeds from the IPO. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 1 contract
Samples: Forward Purchase Agreement (Crescent Acquisition Corp)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account Account”) for the benefit of its public stockholders shareholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any shares of Class A Common Stock issued in the IPO (the “Public Shares Shares”) held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall not pursue such Claim solely against the Company and its assets outside the Trust Account and not or against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 1 contract
Samples: Forward Purchase Agreement (Venice Brands Acquisition Corp. I)
Trust Account. (i) The Each Purchaser hereby acknowledges that it is aware that the Company will establish established the Trust Account for the benefit of its public stockholders upon the IPO Closing. The Each Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the each Purchaser may have in respect of any Public Shares held by it.
(ii) The Each Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares held by it. In the event the such Purchaser has any Claim against the Company under this Agreement, the such Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares held by it.
Appears in 1 contract
Samples: Backstop Agreement (Capstar Special Purpose Acquisition Corp.)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish has established a trust account (the “Trust Account Account”) for the benefit of its public stockholders upon the IPO Closingshareholders. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 1 contract
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish has established the Trust Account for the benefit of its public stockholders shareholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 1 contract
Samples: Forward Purchase Agreement (Gesher I Acquisition Corp.)
Trust Account. (i) The Each Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders upon the IPO Closing. The Each Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares Shares, if any, held by it.
(ii) The Each Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares held by it. In the event the a Purchaser has any Claim against the Company under this Agreement, the such Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares held by it.
Appears in 1 contract
Samples: Forward Purchase Agreement (Pershing Square Tontine Holdings, Ltd.)
Trust Account. (i) The Each Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders upon the IPO Closing. The Each Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares held by it.
(ii) The Each Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares held by it. In the event the any Purchaser has any Claim against the Company under this Agreement, the such Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares held by it.
Appears in 1 contract
Samples: Forward Purchase Agreement (DD3 Acquisition Corp. II)
Trust Account. (i) The Purchaser Unitholder hereby acknowledges that it is aware that the Company SPAC will establish the Trust Account for the benefit of its public stockholders upon the IPO Closing. The Purchaser, for itself and its affiliates, Unitholder hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser Unitholder may have in respect of any Public Shares held by it.
(ii) The Purchaser Unitholder hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser Unitholder may have in respect of any Public Shares held by it. In the event the Purchaser Unitholder has any Claim against the Company under this Agreement, the Purchaser Unitholder shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser Unitholder may have in respect of any Public Shares held by it.
Appears in 1 contract
Samples: Subscription Agreement (Thayer Ventures Acquisition Corp)
Trust Account. (i) The Purchaser Sponsor hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders upon the IPO Closing. The Purchaser, for itself and its affiliates, Sponsor hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser Sponsor may have in respect of any Public Shares held by it.
(ii) The Purchaser Sponsor hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser Sponsor may have in respect of any Public Shares held by it. In the event the Purchaser Sponsor has any Claim against the Company under this Agreement, the Purchaser Sponsor shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser Sponsor may have in respect of any Public Shares held by it.
Appears in 1 contract
Trust Account. (i) The Each Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders shareholders upon the IPO Closing. The Each Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares Shares, if any, held by it.
(ii) The Each Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares held by it. In the event the a Purchaser has any Claim against the Company under this Agreement, the such Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares held by it.
Appears in 1 contract
Samples: Forward Purchase Agreement (Medicus Sciences Acquisition Corp.)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account Account”) for the benefit of its public stockholders upon the IPO Closingclosing of the IPO. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares public shares held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares public shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares public shares held by it.
Appears in 1 contract
Samples: Forward Purchase Agreement (Terrapin 4 Acquisition Corp)
Trust Account. (i) The Each Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders upon the IPO Closing. The Purchaser, for itself and its affiliates, Each Purchaser hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except in each case for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares held by it.
(ii) The Each Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares held by it. In the event the a Purchaser has any Claim against the Company under this Agreement, the such Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for in each case or redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares held by it.
Appears in 1 contract
Samples: Subscription Agreement (Hennessy Capital Investment Corp. VI)
Trust Account. (ia) The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders upon the IPO Closing. The Purchaser, for itself and its affiliates, Purchaser hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
(iib) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 1 contract
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders shareholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class A Shares issued in the IPO (the “Public Shares Shares”) held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall not pursue such Claim solely against the Company and its assets outside the Trust Account and not or against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 1 contract
Samples: Forward Purchase Agreement (Waldencast Acquisition Corp.)
Trust Account. (i) The Purchaser Each BSOF Entity hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account Account”) for the benefit of its public stockholders shareholders upon the IPO Closingclosing of the IPO. The PurchaserEach BSOF Entity, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser each BSOF Entity may have in respect of any Public Shares held by it.
(ii) The Purchaser Each BSOF Entity hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser each BSOF Entity may have in respect of any Public Shares held by it. In the event the Purchaser a BSOF Entity has any Claim against the Company under this Agreement, the Purchaser such BSOF Entity shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser such BSOF Entity may have in respect of any Public Shares held by it.
Appears in 1 contract
Trust Account. (i) The Purchaser Each Investor hereby acknowledges that it is aware that the Company will establish established a trust account (the “Trust Account Account”) for the benefit of its public stockholders upon shareholders at the IPO Closingclosing of the IPO. The PurchaserEach Investor, for itself and its affiliates, hereby agrees agree that it has no right, title, title interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser such Investor may have in respect of any Public Shares held by it.
(ii) The Purchaser Each Investor hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser such Investor may have in respect of any Public Shares held by it. In the event the Purchaser Investor has any Claim against the Company under this Agreement, the Purchaser such Investor shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser such Investor may have in respect of any Public Shares held by it.
Appears in 1 contract
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account Account”) for the benefit of its public stockholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares Shares, if any, held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 1 contract
Samples: Forward Purchase Agreement (Silver Sustainable Solutions Corp.)
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders upon the IPO Closing. The Purchaser, for itself and its affiliates, Purchaser hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 1 contract
Samples: Subscription Agreement (Valor Latitude Acquisition Corp.)
Trust Account. (i) The Each Purchaser hereby acknowledges that it is aware that the Company will establish established a trust account (the “Trust Account Account”) for the benefit of its public stockholders shareholders upon the IPO Closing. The Each Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the each Purchaser may have in respect of any Class A Shares issued in the IPO (the “Public Shares Shares”) held by it.
(ii) The Each Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares held by it. In the event the any Purchaser has any Claim against the Company under this Agreement, the such Purchaser shall not pursue such Claim solely against the Company and its assets outside the Trust Account and not or against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the such Purchaser may have in respect of any Public Shares held by it.
Appears in 1 contract
Trust Account. (i) i. The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders upon the IPO Closing. The Purchaser, for itself and its affiliates, Purchaser hereby agrees that it has no right, title, interest interest, or claim of any kind in (a “Claim”) or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
(ii) . The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) Claim to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Appears in 1 contract
Trust Account. (i) The Purchaser hereby acknowledges that it is aware that the Company will establish has established a trust account (the “Trust Account Account”) for the benefit of its public stockholders upon the IPO Closingstockholders. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by itShares.
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Samples: Equity Participation Agreement (Far Point Acquisition Corp)
