Trust Extension. If Purchaser reasonably believes that the Closing may not occur on or prior to January 25, 2019 but that the parties are reasonably capable of causing the Closing to occur on or prior to April 25, 2019, then Purchaser shall extend its life for an additional three (3) months pursuant to the terms of the Purchasers constitutional documents and the Trust Agreement. In the event that Purchaser elects to, or is required to, extend its life for an additional three (3) months, Company shall, upon notice from the Purchaser, but no later than January 15, 2019, loan the Purchaser US$1.05 million on the form of note attached as Schedule 6.9 hereof.
Trust Extension. (a) In the event that the Closing has not taken place on or before the date that is the 18-month anniversary of the IPO (the “First Extension Deadline”), Buyer hereby agrees, in order to extend the time the Buyer has available to complete a Business Combination pursuant to Section 1(l) of the Trust Agreement, to deposit an amount in cash equal to $132,753 (the “Extension Deposit Amount”) into the Trust Account on or before the First Extension Deadline; provided that, if (i) the Extension Deposit Amount is paid by Buyer pursuant to this Section 5.17(a) and (ii) the Closing has occurred on or prior to the Second Extension Deadline, then Sellers shall reimburse Buyer for one-half of the Extension Deposit Amount; provided, further, that, for the avoidance of doubt, if any Extension Deposit Amount is paid by Sellers pursuant to Section 5.17(b), then Buyer shall not be entitled to any such reimbursement.
Trust Extension. The Purchaser shall, (i) seek the approval of the Purchaser’s stockholders to extend the deadline for Purchaser to consummate a Business Combination beyond November 23, 2018 to a date no earlier than April 23, 2019 (or such other date as the Company and Purchaser may otherwise agree, and which may be structured, as agreed by the Purchaser and the Company, as multiple monthly or other periodic extensions at the election of Purchaser (which Purchaser will elect to extend, in each case, at the written request of the Company unless prohibited by applicable law) (such applicable date, the “Additional Extension Deadline") and (ii) use commercially reasonable efforts to obtain such approval (the “Trust Extension Approval”). Without limiting the foregoing, in order to seek such approval, promptly following the execution and delivery of this Agreement, Purchaser shall (i) prepare and furnish to the SEC on a Form 6-K the proxy statement (the “Extension Proxy Statement”) to be used for the purpose of soliciting proxies from the Purchaser’s stockholders to approve, at a special meeting of the Purchaser’s stockholders to be held prior to November 23, 2018, an amendment to Purchaser’s charter to extend the deadline for Purchaser to consummate a Business Combination to the Additional Extension Deadline, and (ii) prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, a Schedule TO and related materials providing the Purchaser’s stockholders with an opportunity to have their Purchaser Common Shares redeemed in connection therewith (the “Extension Tender Offer”).
Trust Extension. (a) If the Closing is expected not to occur on or prior to February 8, 2020, the Company shall, on behalf of the Sponsor, deposit $575,000 into the Trust Account prior to February 5, 2020 (the “First Extension”). Upon making the deposit of such funds, the Company will receive a non-interest bearing, unsecured promissory note issued by the Purchaser for a principal amount equal to such deposit (the “First Extension Funding Note”), which shall contain the following terms and conditions: (a) if the Closing does not occur, such First Extension Funding Note will not be repaid, and (b) if the Closing does occur, such First Extension Funding Note shall be converted into additional shares of Purchaser Common Stock issued to the Sellers at a price of $10.00 per share upon the Closing.
Trust Extension. (a) If the Closing is not expected to occur on or prior to August 6, 2020, the Company and Everstone Investments, LLC shall each deposit $222.001 into the Trust Account on or prior to August 1, 2020 (the “First Extension”).
Trust Extension. If the Closing is expected not to occur on or prior to November 15, 2023, the Company or its designated entity(ies) shall, after reasonable discussion with the SPAC in good faith, be entitled to (but not in any way obligated to) select, at its sole discretion as to whether to, deposit into the trust account US$210,000 (the “Extension Amount”) on behalf of the Sponsor on or prior to the date of the applicable deadline, for each extension following November 15, 2023 for up to three times, up to an aggregate of US$630,000 (for an aggregate of nine months). If so elected by the Company or its designated entity(ies), the Company or its designated entity(ies) will, in consideration, receive a non-interest bearing, unsecured promissory note issued by the SPAC for each Extension Amount it deposit into the trust account (the “Extension Funding Note”), which shall contain the following terms and conditions: (i) if the Closing does occur, the Extension Funding Note shall be repaid to the Company or its designated entity(ies) in cash or in the form of additional PubCo Ordinary Shares, as selected by the Company; (ii) if the Closing does not occur, such Extension Funding Note shall be repaid to the Company or its designated entity(ies) in the form of additional PubCo Ordinary Shares.
Trust Extension. (a) On or prior to the fifth (5th) Business Day prior to the date on which, (x) with respect to an Automatic Payment, the payment for each Automatic Extension is required to be paid by KBL, or (y) with respect to the Additional Extension, the proxy statement for the Additional Extension Meeting is mailed to KBL Stockholders (or if sooner, the fifth (5th) Business Day prior to the date of the Additional Extension Meeting), the Company, any of the Company’s Subsidiaries or Tyche, as the case may be (the “Covered Expense Payer”) will deposit in escrow with the Expense Escrow Agent (a) the additional amount required to fund any Automatic Extension (“Automatic Extension Funding Expenses”) or (b) if there is an Additional Extension Meeting, the amount required to pay (or reimburse KBL for) (i) any and all fees, costs or expenses paid or payable in connection with the Additional Extension, including, without limitation, any proxy agent fees, printing fees, accounting and legal fees (but excluding the Additional Extension Funding Expenses (as defined below)) (collectively, “Extension Preparation Expenses”), and (ii) amounts owed to the Trust Account in order to induce KBL’s public stockholders to consent to the extension of the deadline for KBL to consummate its Business Combination and not redeem their KBL shares in connection therewith (the “Additional Extension Funding Expenses” and, together with the Extension Preparation Expenses the “Additional Extension Expenses” and, any of the Additional Extension Expenses, the Automatic Extension Expenses and/or the Operating Expenses, “Covered Expenses”); provided, that the Covered Expense Payer shall not be required to pay in the aggregate more than $500,000 in Automatic Extension Funding Expenses and Additional Extension Expenses. Payment of the Automatic Extension Funding Expenses and/or Additional Extension Funding Expenses shall be disbursed to the Trust Account by the Expense Escrow Agent from escrow upon written direction from KBL solely for the purposes of increasing the redemption amount payable to the Public Stockholders. Payment of the Extension Preparation Expenses shall be disbursed by the Expense Escrow Agent from escrow upon written direction from KBL; provided, that payment of Extension Preparation Expenses to the Sponsor or officers or directors of KBL or the Sponsor (other than travel and other out-of-pocket costs and expenses incurred by officers or directors of KBL in the course of the performance of...
Trust Extension. Modern Media shall, (i) seek the approval the Modern Media Stockholders to extend the deadline for Modern Media to consummate a Business Combination to a date beyond February 17, 2019 as the Company and Modern Media may reasonably agree, and which may be structured, as agreed by Modern Media and the Company, as multiple monthly or other periodic extensions at the election Modern Media (which Modern Media may elect to extend, in each case, under consideration of a written request of the Company unless prohibited by applicable Law) (such applicable date, the “Additional Extension Deadline”) and (ii) use best efforts to obtain such approval (the “Trust Extension Approval”). Without limiting the foregoing, in order to seek such approval, Modern Media shall prepare and furnish to the SEC a proxy statement (the “Extension Proxy Statement”) on Schedule 14A to be used for the purpose of soliciting proxies from the Modern Media Stockholders to approve, at a special meeting of the Modern Media Stockholders to be held prior to February 17, 2019, an amendment to Modern Media’s certificate of incorporation and investment management trust agreement to extend the deadline for Modern Media to consummate a Business Combination to the Additional Extension Deadline, and which provides Modern Media’s stockholders with an opportunity to have their Modern Media Shares redeemed in connection therewith.
Trust Extension. (a) If the Closing is expected not to occur on or prior to July 6, 2023, the Company or its designated entity(ies) shall, after reasonable discussion with the SPAC in good faith, be entitled to (but not in any way obligated to) select, at its sole discretion as to whether to deposit US$812,577 on behalf of the Sponsor into an escrow account to be held by Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx as the escrow agent (the “Escrow Account”) on or prior to June 22, 2023 (the “First Extension Funds”). As soon as the escrow agent disburses the First Extension Funds to the Trust Account, the Company or its designated entity(ies), in consideration, will receive a non-interest bearing, unsecured promissory note issued by the SPAC for a principal amount equal to such deposit (the “First Extension Funding Note”), which shall contain the following terms and conditions: (i) if the Closing does not occur, such First Extension Funding Note shall be converted into the SPAC Units issued to the Company or its designated entity(ies) at a price of US$10.00 per unit on the date when this Agreement is terminated in accordance with its terms or the Outside Closing Date, whichever occurs earlier; and (ii) if the Closing does occur, the First Extension Funding Note shall be repaid to the Company or its designated entity(ies) in cash or in the form of additional PubCo Ordinary Shares, as selected by the Company. 52
Trust Extension. The Company or its designated entity(ies) shall, until the Outside Closing Date and after reasonable discussion with the SPAC in good faith, be entitled (but not in any way obligated) to elect, at its sole discretion as to whether to, deposit into the trust account US$20,000 (the “Extension Amount”) on behalf of the Sponsor on or prior to the date of the applicable deadline. If so elected by the Company or its designated entity(ies), the Company or its designated entity(ies) will, in consideration, receive a non-interest bearing, unsecured promissory note issued by the SPAC for each Extension Amount it deposit into the trust account (the “Extension Funding Note”), which shall contain the following terms and conditions: (i) if the Closing does occur, the Extension Funding Note shall be repaid to the Company or its designated entity(ies) in cash or in the form of additional PubCo Ordinary Shares, as selected by the Company; (ii) if the Closing does not occur, such Extension Funding Note shall be repaid to the Company or its designated entity(ies) in the form of SPAC Units at a price of US$10 per unit.
