Trust Fund Waiver. Reference is made to the final prospectus of the Company dated October 24, 2013 (File No. 333-191195) (the “Prospectus”). The Purchaser warrants and represents that it has read the Prospectus and understands that Company has established the Trust Fund containing the proceeds of the IPO initially in the amount of at least Seventy-Two Million Seven Hundred Ninety-Five Thousand Dollars ($72,795,000) for the benefit of the Company’s public stockholders and certain other parties (including the underwriters of the IPO) and that the Company may disburse monies from the Trust Fund, including any proceeds therefrom, only as provided in the Prospectus. For and in consideration of the Company agreeing to enter into this Agreement, the Purchaser agrees that, notwithstanding any provisions contained in this Agreement, the Purchaser does not now have, and shall not at any time prior to the Closing have, any claim to, or make any claim against, the Trust Fund, any asset contained therein or any Additional Person, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between STG or any of its Subsidiaries, on the one hand, and the Company, on the other hand, this Agreement or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Purchaser (for itself and on behalf of its Affiliates and direct and indirect subsidiaries and stockholders, and its and their respective successors and assigns, and any Person claiming by or through the Purchaser) hereby irrevocably waives any and all rights, titles, interests and claims of any kind that the Purchaser may have, now or in the future (in each case, however, prior to the consummation of a business combination), and shall not take any action or suit, make any claim or demand or seek recovery of any Liability or recourse against, the Trust Fund or any Additional Person for any reason whatsoever in respect thereof. The Purchaser agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter into this Agreement. The Purchaser further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent that the Purchaser commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating ...
Trust Fund Waiver. The Warrant Agent has no right, title, interest, or claim of any kind (“Claim”) in or to any monies in the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and Continental Stock Transfer & Trust Company as trustee of the Trust Account), and hereby waives any Claim in or to any monies in the Trust Account it may have in the future, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
Trust Fund Waiver. The Escrow Agent has no right, title, interest, or claim of any kind (“Claim”) in or to any monies in the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and Continental Stock Transfer & Trust Company, as trustee of the Trust Account), and hereby waives any Claim it may have in the future in or to any monies in the Trust Account, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
Trust Fund Waiver. Notwithstanding anything in this Agreement to the contrary, each underwriter agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (each a “Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.
Trust Fund Waiver. Reference is made to the final prospectus of Parent, dated October 4, 2007 (the “Prospectus”). The Company understands that, except for a portion of the interest earned on the amounts held in the Trust Fund, Parent may disburse monies from the Trust Fund only: (a) to its public stockholders in the event of the redemption of their shares or the dissolution and liquidation of Parent, (b) to Parent and the underwriters listed in the Prospectus (with respect to such underwriters’ deferred underwriting compensation only) after Parent consummates a business combination (as described in the Prospectus) or (c) as consideration to the sellers of a target business with which Parent completes a business combination. The Company agrees that the Company does not now have, and shall not at any time prior to the Closing have, any claim to, or make any claim against, the Trust Fund or any asset contained therein, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company, on the one hand, and Parent, on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Company hereby irrevocably waives any and all claims it may have, now or in the future (in each case, however, prior to the consummation of a business combination), and will not seek recourse against, the Trust Fund for any reason whatsoever in respect thereof. In the event that the Company commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent, which proceeding seeks, in whole or in part, relief against the Trust Fund or the public stockholders of Parent, whether in the form of money damages or injunctive relief, Parent shall be entitled to recover from the Company the associated legal fees and costs in connection with any such action. This Section 8.1 shall not limit any covenant or agreement of the Parties that by its terms contemplates performance after the Effective Time.
Trust Fund Waiver. The Warrant Agent hereby (a) acknowledges that it has read the Prospectus and understands that on the date hereof the Company is establishing the Trust Account (as defined in the Investment Management Trust Agreement, dated [___________], 2007 (the “Trust Agreement”), between the Company and Continental Stock Transfer & Trust Company, as trustee of the Trust Account), initially in an amount of $[_________] (including deferred underwriting discounts and commissions of $[_________]) for the benefit of the public stockholders of the Company and the underwriters, as described in the Trust Agreement and as further described on Annex 1 attached hereto and (b) for and in consideration of the Company agreeing to engage the services of the Warrant Agent, the Warrant Agent agrees that it does not have any right, title, interest or claim in or to any amounts held in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and agrees that it will not seek recourse against the Trust Account for any reason whatsoever.
Trust Fund Waiver. Firm has no right, title, interest, or claim of any kind (“Claim”) in or to any monies in the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and Continental Stock Transfer & Trust Company, as trustee of the Trust Account), and hereby waives any Claim in or to any monies in the Trust Account it may have in the future, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
Trust Fund Waiver. Each Principal Investor acknowledges that Merida has established a trust account (“Trust Account”) for the benefit of Merida’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances as described in the SEC Reports. Each Principal Investor further acknowledges and agrees that Merida’s sole assets consist of the cash proceeds of Merida’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. Each Principal Investor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account and any funds contained therein for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, however, that nothing herein shall serve to limit or prohibit the Principal Investors’ right to pursue a claim against the Company for (i) legal relief against monies or other assets held outside the Trust Account or (ii) specific performance or other equitable relief in connection with the consummation of the transactions contemplated by this Agreement so long as such claim would not affect Merida’s ability to fulfill its obligation to effectuate redemption of public shares as described in the SEC Reports. This Section 7.05 shall survive the termination of this Agreement for any reason.
Trust Fund Waiver. Counsels for the Company shall have waived all Claims against the Trust Account in a format reasonably acceptable to the Representatives.
Trust Fund Waiver. The Trustee has no right, title, interest, or claim of any kind (“Claim”) in or to any monies in the Trust Account, and hereby waives any Claim in or to any monies in the Trust Account it may have in the future, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
