Waiver of Claims Against Trust Sample Clauses
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Waiver of Claims Against Trust. The Sellers hereby represent and warrant that they have read the IPO Prospectus and understand that 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 holders of the SPAC Class A Ordinary Shares issued and sold as part of the SPAC Units in the IPO (the “Public Shareholders”) and that, except as otherwise described in the IPO Prospectus, SPAC may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their SPAC Class A Ordinary Shares in connection with the consummation of its initial Business Combination or in connection with an amendment to the SPAC Memorandum and Articles to extend SPAC’s deadline to consummate a Business Combination or with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity, (b) to the Public Shareholders if SPAC fails to consummate a Business Combination within twenty four (24) months after the closing of the IPO, subject to further extension by amendment to the SPAC Memorandum and Articles, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any income taxes, and (d) to SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Sellers hereby agree on behalf of themselves and their Affiliates, notwithstanding anything to the contrary in this Agreement, that none of the Sellers nor any of their 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, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement 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 “Released Claims”). The Sellers on behalf of themselves and their respective Affiliates hereby irrevocably waive any Released Claims that any such Party or any of its Affiliates may have against the Trust ...
Waiver of Claims Against Trust. The Purchaser hereby acknowledges that it is aware that the Company will establish a Trust Account for the benefit of its public stockholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it 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, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by the Purchaser. The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by the Purchaser. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by the Purchaser.
Waiver of Claims Against Trust of the Business Combination Agreement are each hereby incorporated into this Agreement (including any relevant definitions contained in any such Sections), mutatis mutandis.
Waiver of Claims Against Trust. Each Holder hereby acknowledges and agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, except for redemption and liquidation rights, if any, that such Holder may have in respect of any shares of Common Stock sold in the IPO (“Public Shares”) held from time to time by such Holder. Each Holder agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, such Holder may have in respect of any Public Shares held by such Holder from time to time. In the event that the Holder has any Claim against the Company under this Agreement, the Holder shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account.
Waiver of Claims Against Trust. Seller understands that, as described in the final prospectus of Purchaser, dated as of March 15, 2018, and filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2018 (File No. 333-223098) (the “IPO Prospectus”), Purchaser has established a trust account (the “Trust Account”) containing the proceeds of Purchaser’s initial public offering (the “IPO”) and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Purchaser’s public stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public Stockholders”) and that, except as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Purchaser (or Pubco upon consummation of the Closing) in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s organizational documents to extend Purchaser’s deadline to consummate a Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO or prior to any other deadline to consummate a Business Combination established pursuant to an amendment to Purchaser’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes, and (d) to Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of Purchaser entering into this Exchange Agreement and the Business Combination Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Exchange Agreement, neither of Seller 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 or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, i...
Waiver of Claims Against Trust. The Escrow Agent acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. WITNESS the execution of this Agreement as of the date first above written. By: Name: G. ▇▇▇▇▇▇ ▇▇ Title: Chief Executive Officer LASALLE BANK NATIONAL ASSOCIATION as Escrow Agent By: Name: Title:
Waiver of Claims Against Trust. 69 ARTICLE XII MISCELLANEOUS
12.1 Survival 70 12.2 Notices 70 12.3 Binding Effect; Assignment 71 12.4 Third Parties 71 12.5 Fees and Expenses 71 12.6 Governing Law; Jurisdiction 72 12.7 WAIVER OF JURY TRIAL 72 12.8 Specific Performance 72 12.9 Severability 73 12.10 Amendment 73 12.11 Waiver 73 12.12 Entire Agreement 73 12.13 Counterparts 73 12.14 Legal Representation 73 12.15 No Recourse 74 Exhibit A Form of Lock-Up Agreement Exhibit B Non-Competition Agreement Exhibit C Form of Sponsor Support Agreement Exhibit D Form of Voting Agreement Exhibit E Form of Preferred Equity Subscription Agreement Exhibit F Form of Convertible Notes Subscription Agreement Exhibit G Services Agreement This Business Combination Agreement (this “Agreement”) is made and entered into as of June 23, 2025 by and among (a) Columbus Circle Capital Corp I, a Cayman Islands exempted company (“SPAC”), (b) ProCap Financial, Inc., a Delaware corporation (“Pubco”), (c) Crius SPAC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“SPAC Merger Sub”), (d) Crius Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Company Merger Sub”), (e) ProCap BTC, LLC, a Delaware limited liability company (the “Company”), and (f) Inflection Points Inc, d/b/a Professional Capital Management, a Delaware corporation (the “Seller”). SPAC, Pubco, SPAC Merger Sub, Company Merger Sub, the Seller and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
Waiver of Claims Against Trust. 63 ARTICLE XII MISCELLANEOUS
12.1 Survival 64 12.2 Notices 64 12.3 Binding Effect; Assignment 65 12.4 Third Parties 66 12.5 Fees and Expenses 66 12.6 Governing Law; Jurisdiction 66 12.7 Specific Performance 67 12.8 Severability 67 12.9 Amendment 67 12.10 Waiver 68 12.11 Entire Agreement 68 12.12 Counterparts 68 12.13 Legal Representation 68
Waiver of Claims Against Trust. The Subscriber hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account”) for the benefit of its public stockholders upon the closing of the IPO. The Subscriber, for itself and its affiliates, hereby agrees that it 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, except for redemption and liquidation rights, if any, the Subscriber may have in respect of any shares issued as part of the units sold in the IPO (“Public Shares”) held by the Subscriber. The Subscriber hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may
Waiver of Claims Against Trust. 63 ARTICLE XI MISCELLANEOUS
11.1 Survival 63 11.2 Notices 64 11.3 Binding Effect; Assignment 64 11.4 Third Parties 64 11.5 Fees and Expenses 65 11.6 Governing Law; Jurisdiction 65 11.7 WAIVER OF JURY TRIAL 66 11.8 Specific Performance 66 11.9 Severability 66 11.10 Amendment 66 11.11 Waiver 66 11.12 Entire Agreement 66 11.13 Counterparts 66 11.14 Legal Representation 67 11.15 No Recourse 67 This Business Combination Agreement (this “Agreement”) is made and entered into as of July 21, 2025 by and among (a) TLGY Acquisition Corp., a Cayman Islands exempted company (“SPAC”), (b) StableCoinX Inc., a Delaware corporation (“Pubco”), (c) StableCoinX SPAC Merger Sub LLC, a Delaware limited liability company, and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), (d) StableCoinX Company Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Company Merger Sub”), and (e) StableCoinX Assets Inc., a Delaware corporation, (the “Company”). SPAC, Pubco, SPAC Merger Sub, Company Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.