Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire ("Target Business") or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund, initially in an amount of $20,640,000 for the benefit of the public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the public stockholders in the event they elect to convert their IPO Shares (as defined below in Section 8.8) and the liquidation of the Company or (ii) to the Company after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund ("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 Acknowledgment. Prior to the commencement by the Company of its due diligence investigation of any operating business which the Company seeks to acquire ("TARGET BUSINESS") or the obtaining of the services of any vendor, the Company shall seek to have such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund, initially in an amount of $______________ for the benefit of the Public Stockholders and that the Company may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event of the conversion of their shares or the liquidation of the Company or (ii) to the Company after it consummates a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund ("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 Acknowledgment. Prior to the commencement by the Company of its due diligence investigation of any operating business which the Company seeks to acquire (“Target Business”) or the obtaining of the services of any vendor, the Company shall seek to have such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund, initially in an amount of $[_____] (without giving effect to the exercise of the Over-allotment Option) for the benefit of the Public Shareholders (as such term is defined in the Prospectus) and that, except for the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only (i) to the Public Shareholders in the event of the redemption of their shares or the liquidation of the Company or (ii) to the Company after it consummates an Acquisition Transaction, a Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating an Acquisition Transaction with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“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. The foregoing letters shall substantially be in the form attached hereto as Exhibit C and D, respectively. Furthermore, each officer and director of the Company shall execute a waiver letter in the form attached hereto as Exhibit E.
Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business or businesses which the Company seeks to acquire in a Business Combination (any, a "Target Business"; collectively, the "Target Business(es)") or obtain the services of any vendor (excluding, solely with respect to any deferred underwriters' discounts and commissions, the Underwriters) unless and until such Target Business(es) or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund, initially in an amount of $114,000,000 (including deferred underwriting discounts and commissions equal to $4,800,000) for the benefit of the public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the public stockholders in the event they elect to convert their IPO Shares (as defined in Section 3(z)) and the liquidation of the Company, (ii) to the Company when it consummates a Business Combination or (iii) solely with respect to underwriters' deferred discounts and commissions placed in the Trust Fund, to the Underwriters after consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business(es) for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business(es) or vendor agrees, subject to the terms of this paragraph (w), that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the "Claims") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.
Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business in the technology-related sector which the Company seeks to acquire (each a "Target Business") or obtain the services of any vendor or other third party unless and until such Target Business, vendor, or other third party acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund, initially in an amount of $42,710,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Stockholders and that the Company may disburse monies from the Trust Fund only (i) to the Public Stockholders in the event they elect to convert their IPO Shares (as described below in Section 7.7), (ii) to the Public Stockholders in the event that the Company does not effect a Business Combination within eighteen (18) months from the consummation of this Offering (subject to extension for an additional 6-month period, as described in the Prospectus) or (iii) to the Company after it consummates a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor or other third party, as the case may be, such Target Business, vendor or other third party agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund ("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 Acknowledgment. The Company hereby agrees that prior to commencing its due diligence investigation of any operating business which the Company seeks to acquire for its initial Business Combination (“Target Business”) or obtaining the services of any vendor, it will use its best efforts to cause the Target Business or vendor to execute a waiver letter in the form attached hereto as Exhibit A.
Trust Fund Waiver Acknowledgment. (a) UNDERWRITERS/CO-REPRESENTATIVES. Except with respect to the underwriting discounts and commissions and nonaccountable expense allowance due to the Underwriters only upon successful consummation of a Business Combination, each of the Underwriters and the Co-Representatives hereby agree that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund ("CLAIM"), including those funds being deposited in the Trust Fund representing a portion of the underwriting discounts and commissions and the Co-Representatives' nonaccountable expense allowance owed to the Underwriters and Co-Representatives, and waive 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 Acknowledgment. The Company hereby agrees that prior to commencing its due diligence investigation of any operating business which the Company seeks to acquire (“Target Business”) or obtaining the services of any vendor it will use its commercially reasonable efforts to cause the Target Business or the vendor to execute a waiver letter waiving any right, title, interest or claim of any kind in or to any monies in the Trust Account. It is understood that the Company may not obtain such a waiver letter in some or all circumstances, and in the event that a vendor or Target Business refuses to enter into such a waiver letter, the Company may engage such vendor or commence due diligence investigations of, or enter into discussions with, such Target Business, provided the Company determines that such engagement would be in the best interest of the Company's stockholders, based on circumstances like the Company's reasonable belief that it would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to enter into such a waiver.
Trust Fund Waiver Acknowledgment. (a) UNDERWRITERS/REPRESENTATIVE. Except with respect to the underwriting discounts and commissions due to the Underwriters only upon successful consummation of a Business Combination, each of the Underwriters and the Representative hereby agree that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund ("Claim") and waive 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 Acknowledgment. The Company hereby agrees that prior to commencing its due diligence investigation of any operating business which the Company seeks to acquire for its initial Business Combination ("Target Business") or obtaining the services of any vendor, it will use its best efforts to cause the Target Business or vendor to execute a waiver letter in the form attached hereto as Exhibit A. In the event that a vendor or Target Business refuses to enter into such a waiver letter, the Company may engage such vendor or commence due diligence investigations of, or enter into discussions with, such Target Business, provided the Company determines that it would be unable to obtain, on reasonable terms, substantially similar services or opportunities from another entity willing to enter into such a waiver.
