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.
Appears in 2 contracts
Samples: Underwriting Agreement (Navitas International CORP), Underwriting Agreement (Navitas International CORP)
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 (each 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) or other third party unless and until such Target Business(es) Business, vendor, or vendor 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 $114,000,000 31,079,998 (including deferred underwriting discounts and commissions equal without giving effect to $4,800,000any exercise of the Over-allotment Option) for the benefit of the public stockholders Public Stockholders and the Underwriters as described in Section 4.10.2 hereof, and that the Company may disburse monies from the Trust Fund only (i) to the public stockholders Public Stockholders in the event they elect to convert their IPO Shares (as defined described below in Section 3(z8.7)) and the liquidation of the Company, (ii) to the Public Stockholders in the event that the Company when it consummates does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional 6-month period, as described in the Prospectus) or (iii) solely with respect to underwriters' deferred discounts and commissions placed in the Trust Fund, to the Company and the Underwriters as described in Section 4.10.2. hereof, after consummation of it consummates a Business Combination and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business(es) Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendorvendor or other third party, as the case may be, such Target Business(es) Business, vendor or vendor agrees, subject to the terms of this paragraph (w), 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 (the "Claims"“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. Notwithstanding the foregoing, in the event any Target Business, vendor or other third party refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Fund, the Company may nonetheless commence its due diligence investigations of such Target Business or obtain the services of any such vendor or third party if and only if the Company’s Board determines in good faith after due inquiry that the Company would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver.
Appears in 1 contract
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 85,500,000 (including deferred underwriting discounts and commissions equal to $4,800,0003,600,000) 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 that (x) they elect to convert their IPO Shares (as defined in Section 3(z)) or (y) the Company is dissolved and the liquidation of the Companyliquidated, (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 on the 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.
Appears in 1 contract
Samples: Underwriting Agreement (Navitas International CORP)
Trust Fund Waiver Acknowledgment. The Prior to the commencement by the Company hereby agrees that it will not commence of 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 obtaining of the services of any vendor (excluding, solely with respect to any deferred underwriters' discounts and commissionsexcept BDO), the Underwriters) unless and until Company shall seek to have such Target Business(es) 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 $114,000,000 50,000,000 (including deferred underwriting discounts and commissions equal without giving effect to $4,800,000the exercise of the Over-allotment Option) for the benefit of the public stockholders Public Shareholders and that that, except for up to a maximum of $2,000,000 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 stockholders Public Shareholders in the event they elect to convert of the redemption of their IPO Shares (as defined in Section 3(z)) and shares or the liquidation of the Company, Company or (ii) to the Company when after 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 (i1) agreeing to evaluate such Target Business(es) Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business(es) Business or vendor agrees, subject to the terms of this paragraph (w), agrees 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"“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 D and E, respectively. Furthermore, each officer and director of the Company shall execute a waiver letter in the form attached hereto as Exhibit F.
Appears in 1 contract
Samples: Underwriting Agreement (Cazador Acquisition Corp Ltd.)
Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence use its reasonable best efforts prior to commencing 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 obtaining the services of any vendor (excluding, solely with respect to any deferred underwriters' discounts and commissions, the Underwriters) unless and until cause such Target Business(es) Business or vendor acknowledges to acknowledge 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) 95,050,000 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 3(z8.5)) and the liquidation of the Company, (ii) to the public stockholders upon the liquidation of the Company when it consummates if the Company fails to consummate a Business Combination or (iii) solely after or concurrently 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) Business 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) Business or vendor agrees, subject to the terms of this paragraph (w), agrees 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"“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.
Appears in 1 contract
Samples: Underwriting Agreement (HD Partners Acquisition CORP)
Trust Fund Waiver Acknowledgment. The Prior to the commencement by the Company hereby agrees that it will not commence of 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 obtaining of the services of any vendor (excluding, solely with respect to any deferred underwriters' discounts and commissionsvendor, the Underwriters) unless and until Company shall seek to have such Target Business(es) 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 $114,000,000 35,175,000 (including deferred underwriting discounts and commissions equal without giving effect to $4,800,000the exercise of the Over-allotment Option) for the benefit of the public stockholders Public Shareholders and that that, except for the interest earned on the amounts held in the Trust Fund 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 stockholders Public Shareholders in the event they elect to convert of the redemption of their IPO Shares (as defined in Section 3(z)) and shares or the liquidation of the Company, Company or (ii) to the Company when after 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 Transaction and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business(es) Business for purposes of consummating a Business Combination Transaction with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business(es) Business or vendor agrees, subject to the terms of this paragraph (w), agrees 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"“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 B and C, respectively. Furthermore, each officer and director of the Company shall execute a waiver letter in the form attached hereto as Exhibit D.
Appears in 1 contract
Samples: Underwriting Agreement (FlatWorld Acquisition Corp.)
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 (each 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) or other third party unless and until such Target Business(es) Business, vendor, or vendor 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 $114,000,000 36,542,665 (including deferred underwriting discounts and commissions equal without giving effect to $4,800,000any exercise of the Over-allotment Option) for the benefit of the public stockholders Public Stockholders and the Underwriters as described in Section 4.10.2 hereof, and that the Company may disburse monies from the Trust Fund only (i) to the public stockholders Public Stockholders in the event they elect to convert their IPO Shares (as defined described below in Section 3(z8.7)) and the liquidation of the Company, (ii) to the Public Stockholders in the event that the Company when it consummates does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional 6-month period, as described in the Prospectus) or (iii) solely with respect to underwriters' deferred discounts and commissions placed in the Trust Fund, to the Company and the Underwriters as described in Section 4.10.2. hereof, after consummation of it consummates a Business Combination and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business(es) Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendorvendor or other third party, as the case may be, such Target Business(es) Business, vendor or vendor agrees, subject to the terms of this paragraph (w), 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 (the "Claims"“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. Notwithstanding the foregoing, in the event any Target Business, vendor or other third party refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Fund, the Company may nonetheless commence its due diligence investigations of such Target Business or obtain the services of any such vendor or third party if and only if the Company’s Board determines in good faith after due inquiry that the Company would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver.
Appears in 1 contract
Trust Fund Waiver Acknowledgment. The Prior to the commencement by the Company hereby agrees that it will not commence of 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 obtaining of the services of any vendor (excluding, solely with respect to any deferred underwriters' discounts and commissionsvendor, the Underwriters) unless and until Company shall seek to have such Target Business(es) 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 $114,000,000 28,130,000 (including deferred underwriting discounts and commissions equal without giving effect to $4,800,000the exercise of the Over-allotment Option) for the benefit of the public stockholders Public Stockholders and that that, except for up to a maximum of $600,000 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 stockholders Public Stockholders in the event they elect to convert of the conversion of their IPO Shares (as defined in Section 3(z)) and shares or the liquidation of the Company, Company or (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 it consummates a Business Combination and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business(es) Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business(es) Business or vendor agrees, subject to the terms of this paragraph (w), agrees 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"“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 A and B, respectively. Furthermore, each officer and director of the Company shall execute a waiver letter in the form attached hereto as Exhibit C.
Appears in 1 contract
Samples: Underwriting Agreement (Argyle Security Acquisition CORP)
Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business or businesses in the federal services and defense industries which the Company seeks to acquire in (each 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) or other third party unless and until such Target Business(es) Business, vendor, or vendor 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 $114,000,000 117,180,000 (including deferred underwriting discounts and commissions equal without giving effect to $4,800,000any exercise of the Over-allotment Option) for the benefit of the public stockholders holders of IPO Shares (as defined below in Section 6.7) and that the Company may disburse monies from the Trust Fund only (i) to the public stockholders holders of IPO Shares in the event they elect to convert their IPO Shares (as defined described below in Section 3(z)) and the liquidation of the Company6.7, (ii) to the holders of IPO Shares in the event that the Company when it consummates does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional 6-month period, as described in the Prospectus) or (iii) solely with respect to underwriters' deferred discounts and commissions placed in the Trust Fund, to the Underwriters Company after consummation of it consummates a Business Combination and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business(es) Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendorvendor or other third party, as the case may be, such Target Business(es) Business, vendor or vendor agrees, subject to the terms of this paragraph (w), 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 (the "Claims"“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.
Appears in 1 contract
Samples: Underwriting Agreement (Federal Services Acquisition CORP)
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) 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 $114,000,000 (including deferred underwriting discounts and commissions equal to $4,800,000) 63,960,000 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 3(z8.8)) and the liquidation of the Company, (ii) to the public stockholders upon the liquidation of the Company when it consummates if the Company fails to consummate a Business Combination or (iii) solely with respect to underwriters' deferred discounts and commissions placed in the Trust Fund, to the Underwriters after Company after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business(es) Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business(es) Business or vendor agrees, subject to the terms of this paragraph (w), agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the "ClaimsClaim") 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.
Appears in 1 contract
Trust Fund Waiver Acknowledgment. The Prior to the commencement by the Company hereby agrees that it will not commence of 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 obtaining of the services of any vendor (excluding, solely with respect to any deferred underwriters' discounts and commissionsvendor, the Underwriters) unless and until Company shall seek to have such Target Business(es) 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 $114,000,000 22,440,000 (including deferred underwriting discounts and commissions equal without giving effect to $4,800,000the exercise of the Over-allotment Option) for the benefit of the public stockholders Public Shareholders and that that, except for the interest earned on the amounts held in the Trust Fund 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 stockholders Public Shareholders in the event they elect to convert of the redemption of their IPO Shares (as defined in Section 3(z)) and shares or the liquidation of the Company, Company or (ii) to the Company when after 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 Transaction and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business(es) Business for purposes of consummating a Business Combination Transaction with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business(es) Business or vendor agrees, subject to the terms of this paragraph (w), agrees 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"“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 A and B, respectively. Furthermore, each officer and director of the Company shall execute a waiver letter in the form attached hereto as Exhibit C.
Appears in 1 contract
Samples: Underwriting Agreement (FlatWorld Acquisition Corp.)
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 (each 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) or other third party unless and until such Target Business(es) Business, vendor, or vendor 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 $114,000,000 44,800,000 (including deferred underwriting discounts and commissions equal without giving effect to $4,800,000any exercise of the Over-allotment Option) for the benefit of the public stockholders Public Stockholders and that the Company may disburse monies from the Trust Fund only (i) to the public stockholders Public Stockholders in the event they elect to convert their IPO Shares (as defined described below in Section 3(z7.7)) and the liquidation of the Company, (ii) to the Public Stockholders in the event that the Company when it consummates does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional 6-month period, as described in the Prospectus) or (iii) solely with respect to underwriters' deferred discounts and commissions placed in the Trust Fund, to the Underwriters Company after consummation of it consummates a Business Combination and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business(es) Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendorvendor or other third party, as the case may be, such Target Business(es) Business, vendor or vendor agrees, subject to the terms of this paragraph (w), 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 (the "Claims"“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. Notwithstanding the foregoing, in the event any Target Business, vendor or other third party refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Fund, the Board of Directors will perform an analysis of the alternatives available to the Company if it chooses not to engage any such party and evaluate whether such engagement would be in the best interests of the Company’s stockholders if any such third party refuses to waive in writing any such rights and the Company may enter into an agreement with such third party if the Board of Directors believes that such third party’s engagement will be more beneficial to the Company’s stockholders than any alternative.
Appears in 1 contract
Samples: Underwriting Agreement (Industrial Services Acquisition Corp.)
Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any ship(s) or vessel(s) or an operating business or businesses in the shipping industry which the Company seeks to acquire in (each 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) 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 $114,000,000 92,310,000 (including deferred underwriting discounts and commissions equal without giving effect to $4,800,000any exercise of the Over-allotment Option) for the benefit of the public stockholders Public Stockholders and that the Company may disburse monies from the Trust Fund only (i) to the public stockholders Public Stockholders in the event they elect to convert their IPO Shares (as defined below in Section 3(z8.8)) and the liquidation of the Company, (ii) to the Public Stockholders in the event that the Company when it consummates does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional 6-month period, as described in the Prospectus) or (iii) solely with respect to underwriters' deferred discounts and commissions placed in the Trust Fund, to the Underwriters Company after consummation of it consummates a Business Combination and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business(es) Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business(es) Business or vendor agrees, subject to the terms of this paragraph (w), agrees 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"“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.
Appears in 1 contract
Samples: Underwriting Agreement (International Shipping Enterprises, Inc.)
Trust Fund Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business in the technology, media or businesses telecommunications industries which the Company seeks to acquire in (each 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) or other third party unless and until such Target Business(es) Business, vendor, or vendor 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 $114,000,000 50,380,000 (including deferred underwriting discounts and commissions equal without giving effect to $4,800,000any exercise of the Over-allotment Option) for the benefit of the public stockholders Public Stockholders and that the Company may disburse monies from the Trust Fund only (i) to the public stockholders Public Stockholders in the event they elect to convert their IPO Shares (as defined described below in Section 3(z7.7)) and the liquidation of the Company, (ii) to the Public Stockholders in the event that the Company when it consummates does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional 6-month period, as described in the Prospectus) or (iii) solely with respect to underwriters' deferred discounts and commissions placed in the Trust Fund, to the Underwriters Company after consummation of it consummates a Business Combination and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business(es) Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendorvendor or other third party, as the case may be, such Target Business(es) Business, vendor or vendor agrees, subject to the terms of this paragraph (w), 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 (the "Claims"“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. Notwithstanding the foregoing, in the event any Target Business, vendor or other third party refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Fund, the Company may nonetheless commence its due diligence investigations of such Target Business or obtain the services of any such vendor or third party if and only if the Company’s board of directors determines in good faith after due inquiry that the Company would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver.
Appears in 1 contract
Trust Fund Waiver Acknowledgment. The Prior to the commencement by the Company hereby agrees that it will not commence of 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 obtaining of the services of any vendor (excluding, solely with respect to any deferred underwriters' discounts and commissionsvendor, the Underwriters) unless and until Company shall seek to have such Target Business(es) 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 $114,000,000 [_____] (including deferred underwriting discounts and commissions equal without giving effect to $4,800,000the exercise of the Over-allotment Option) for the benefit of the public stockholders Public Shareholders and that 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 stockholders Public Shareholders in the event they elect to convert of the redemption of their IPO Shares (as defined in Section 3(z)) and shares or the liquidation of the Company, Company or (ii) to the Company when after it consummates a Business Combination Acquisition Transaction 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 Post-Acquisition Tender Offer and (b) for and in consideration of the Company (i1) agreeing to evaluate such Target Business(es) Business for purposes of consummating a Business Combination Acquisition Transaction with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business(es) Business or vendor agrees, subject to the terms of this paragraph (w), agrees 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"“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 A and B, respectively. Furthermore, each officer and director of the Company shall execute a waiver letter in the form attached hereto as Exhibit C.
Appears in 1 contract
Samples: Underwriting Agreement (Selway Capital Acquisition Corp.)
Trust Fund Waiver Acknowledgment. The Prior to the commencement by the Company hereby agrees that it will not commence of 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 obtaining of the services of any vendor (excluding, solely with respect to any deferred underwriters' discounts and commissionsexcept BDO), the Underwriters) unless and until Company shall seek to have such Target Business(es) 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 $114,000,000 40,000,000 (including deferred underwriting discounts and commissions equal without giving effect to $4,800,000the exercise of the Over-allotment Option) for the benefit of the public stockholders Public Shareholders and that that, except for up to a maximum of $2,000,000 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 stockholders Public Shareholders in the event they elect to convert of the redemption of their IPO Shares (as defined in Section 3(z)) and shares or the liquidation of the Company, Company or (ii) to the Company when after 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 (i1) agreeing to evaluate such Target Business(es) Business for purposes of consummating a Business Combination with it or (ii2) agreeing to engage the services of the vendor, as the case may be, such Target Business(es) Business or vendor agrees, subject to the terms of this paragraph (w), agrees 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"“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 D and E, respectively. Furthermore, each officer and director of the Company shall execute a waiver letter in the form attached hereto as Exhibit F.
Appears in 1 contract
Samples: Underwriting Agreement (Cazador Acquisition Corp Ltd.)