Waiver against Trust Account. The Participant acknowledges that the Participant has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the RSUs. The Participant hereby further acknowledges that the Participant shall have no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, 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. The Participant hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.
Waiver against Trust Account. Reference is made to the IPO Prospectus. The Company hereby represents and warrants that it has read the IPO Prospectus and understands that the SPAC has established the Trust Account containing the proceeds of the IPO and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the SPAC Shareholders and that, except as otherwise described in the IPO Prospectus, the SPAC may disburse monies from the Trust Account only: (a) to the SPAC Shareholders in the event they elect to redeem their SPAC Ordinary Shares in connection with the consummation of the Business Combination or in connection with an amendment to SPAC’s Governing Documents to extend the SPAC’s deadline to consummate a Business Combination, (b) to the SPAC Shareholders if the SPAC fails to consummate a Business Combination within twelve (12) months after the closing of the IPO, subject to extension in accordance with SPAC’s Governing Documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes, and (d) to the SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the SPAC entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its respective Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom to the SPAC Shareholders, or make any claim against the Trust Account (including any distributions therefrom to the SPAC Shareholders), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between the SPAC or any of its Representatives, on the one hand, and the Company or any of its respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on Contract, tort, equity or any other theory of legal liability (collectively, the “Trust Account Released Claims”); provided that the Company shall be entitled to seek claims against the funds held in the Trust Account after the same are release...
Waiver against Trust Account. Notwithstanding anything to the contrary in this Agreement, the Trustee hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Company Trust Account and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Company Trust Account for any reason whatsoever.
Waiver against Trust Account. The Participant acknowledges that the Participant has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the RSUs. The Participant hereby further acknowledges that the Participant shall have no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, 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. The Participant hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account. POWERED BRANDS By: /s/ Kxxxxxxxx Xxxxx Name: Kxxxxxxxx Xxxxx Title: Chief Executive Officer The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing RSU Award Agreement, including Annex A. PARTICIPANT Signature: /s/ Nxxxx Xxxxxxxxxx Print Name: Nxxxx Xxxxxxxxxx ANNEX A
Waiver against Trust Account. Granting Company hereby (a) waives any and all right, title, interest or claim of any kind (a “Claim”) in or to all funds held in the trust account established for the benefit of the public shareholders of the Company (“Trust Account”) and any remaining net assets of the Company upon liquidation of the Trust Account and dissolution of the Company, (b) waives any Claim the Granting Company may have in the future as a result of, or arising out of, any contracts or agreements with the Company and (c) agrees it will not seek recourse against the Trust Account for any reason whatsoever.
Waiver against Trust Account. The Lender hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this agreement, neither the Lender nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the trust account of Borrower (as described in detail in the IPO prospectus of Borrower) or distributions therefrom, or make any claim against the trust account (including any distributions therefrom), regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability.
