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.
Appears in 7 contracts
Samples: Underwriting Agreement (Selway Capital Acquisition Corp.), Underwriting Agreement (Selway Capital Acquisition Corp.), Underwriting Agreement (Selway Capital Acquisition Corp.)
Trust Fund Waiver Acknowledgment. Prior to the commencement by the The Company of hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”) or the obtaining of obtain the services of any vendor, the Company shall seek to have 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 $[_____] (without giving effect to the exercise of the Over-allotment Option) Fund for the benefit of the Public Shareholders (as such term is defined in holders of the Prospectus) Class B Common Stock and that, except for the interest earned on the amounts held in the Trust Fund, that the Company may disburse monies from the Trust Fund only (i) to the Public Shareholders holders of the Class B Common Stock that elect to convert their shares of Class B Common Stock (as described below in Section 8.7), (ii) to the holders of the Class B Common Stock in the event of the redemption of their shares or the liquidation of that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iiiii) to the Company after it consummates an Acquisition Transaction, a Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating an Acquisition Transaction 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”) 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..
Appears in 5 contracts
Samples: Underwriting Agreement (Israel Growth Partners Acquisition Corp.), Underwriting Agreement (Good Harbor Partners Acquisition Corp), Underwriting Agreement (Global Services Partners Acquisition Corp.)
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”"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 $[_____] 58,132,000 (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) Stockholders and that, except for up to a maximum of $1,500,000 of 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 Stockholders in the event of the redemption of their shares or the liquidation of the Company or (ii) to the Company and the Underwriters after it consummates an Acquisition Transaction, a Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating an Acquisition Transaction 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”"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 A and DB, respectively. Furthermore, each officer and director of the Company shall execute a waiver letter in the form attached hereto as Exhibit E.C.
Appears in 2 contracts
Samples: Underwriting Agreement (Vector Intersect Security Acquisition Corp.), Underwriting Agreement (Vector Intersect Security Acquisition Corp.)
Trust Fund Waiver Acknowledgment. Prior to the commencement by the The Company of 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 the obtaining of obtain the services of any vendorvendor (excluding, solely with respect to any deferred underwriters' discounts and commissions, the Company shall seek to have Underwriters) unless and until such Target Business 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 (without giving effect including deferred underwriting discounts and commissions equal to the exercise of the Over-allotment Option$4,800,000) for the benefit of the Public Shareholders (as such term is defined in the Prospectus) public stockholders and that, except for the interest earned on the amounts held in the Trust Fund, that the Company may disburse monies from the Trust Fund only (i) to the Public Shareholders public stockholders in the event of the redemption of that (x) they elect to convert their shares IPO Shares (as defined in Section 3(z)) or the liquidation of (y) the Company or is dissolved and liquidated, (ii) to the Company after when it consummates an Acquisition Transactiona Business Combination or (iii) solely with respect to underwriters' deferred discounts and commissions placed in the Trust Fund, to the Underwriters on the consummation of a Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation Business Combination and (b) for and in consideration of the Company (1i) agreeing to evaluate such Target Business Business(es) for purposes of consummating an Acquisition Transaction a Business Combination with it or (2ii) agreeing to engage the services of the vendor, as the case may be, such Target Business Business(es) or vendor agrees 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 (“Claim”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. 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..
Appears in 2 contracts
Samples: Underwriting Agreement (Navitas International CORP), Underwriting Agreement (Navitas International CORP)
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 $[_____] 20,600,000 (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.
Appears in 2 contracts
Samples: Underwriting Agreement (Selway Capital Acquisition Corp.), Underwriting Agreement (Selway Capital Acquisition Corp.)
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 $[_____] 20,400,000 (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 FundFund and any amounts necessary to purchase up to 15% of the Ordinary Shares sold in the Offering, 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 Business Transaction and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating an Acquisition a Business 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 A and DB, respectively. Furthermore, each officer and director of the Company shall execute a waiver letter in the form attached hereto as Exhibit E.C.
Appears in 2 contracts
Samples: Underwriting Agreement (FlatWorld Acquisition Corp.), Underwriting Agreement (FlatWorld Acquisition Corp.)