Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Seaport Calibre Materials Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at JX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Marketing Fee)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.X. Xxxxxx Cxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Marketing Fee to the Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer Seaport Global Securities, LLC By: Name: Title: Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter
Appears in 3 contracts
Samples: Investment Management Trust Agreement (Seaport Calibre Materials Acquisition Corp.), Investment Management Trust Agreement (Seaport Calibre Materials Acquisition Corp.), Investment Management Trust Agreement (Seaport Calibre Materials Acquisition Corp.)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Seaport Calibre Materials Acquisition Digital Transformation Opportunities Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] _ (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at JX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters Underwriter (with respect to the Marketing FeeDeferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.X. Xxxxxx Cxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative Underwriter with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Marketing Fee Deferred Discount to the Representative Underwriter from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Seaport Calibre Materials Acquisition Digital Transformation Opportunities Corp. By: Name: Jxx Xxxxxxx Kxxxx Xxxxxx Title: Chief Executive Officer Seaport Global Securities, LLC Bycc: Name: Title: Barclays Capital Inc. Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter
Appears in 2 contracts
Samples: Investment Management Trust Agreement (Digital Transformation Opportunities Corp.), Investment Management Trust Agreement (Digital Transformation Opportunities Corp.)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i1(i) of the Investment Management Trust Agreement between Seaport Calibre Materials Mericsson Acquisition Corp. Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[•], 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________•] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at JX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Marketing Fee))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.X. Xxxxxx Cxxxx Chase Bank, N.A. awaiting distribution, the Company will not earn any no interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive OfficerOfficer or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative Maxim Group LLC, with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Marketing Fee to the Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Seaport Calibre Materials Mericsson Acquisition Corp. Corporation By: Name: Jxx Xxxxxxx Axxx Xxxx Title: Chief Executive Officer Seaport Global Securities, Agreed and acknowledged by: Maxim Group LLC By: Name: Title: Continental Stock Transfer & Trust Company 1 Oxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - No. Termination Letter
Appears in 2 contracts
Samples: Investment Management Trust Agreement (Mericsson Acquisition Corp), Investment Management Trust Agreement (Mericsson Acquisition Corp)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i1(i) of the Investment Management Trust Agreement between Seaport Calibre Materials Jeneration Acquisition Corp. Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[·], 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________·] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at JX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that Mxxxxx Sxxxxxx & Co. LLC and Deutsche Bank Securities Inc. (the “Representatives”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Marketing Fee))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.X. Xxxxxx Cxxxx Bank, Chase Bank N.A. awaiting distribution, neither the Company nor the Representatives will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive OfficerOfficer or Chairman of the Board, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Marketing Fee to the Representative Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Seaport Calibre Materials Jeneration Acquisition Corp. Corporation By: Name: Jxx Xxxxxxx Title: Chief Executive Officer Seaport Global Securities, Agreed and Acknowledged by Mxxxxx Sxxxxxx & Co. LLC By: Name: Title: By: Name: Title: Continental Stock Transfer & Trust Company 1 Oxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter
Appears in 2 contracts
Samples: Investment Management Trust Agreement (Jeneration Acquisition Corp), Investment Management Trust Agreement (Jeneration Acquisition Corp)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i1(i) of the Investment Management Trust Agreement between Seaport Calibre Materials Distoken Acquisition Corp. Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[·], 2021 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________·] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at JX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Marketing Fee))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.X. Xxxxxx Cxxxx Chase Bank, N.A. awaiting distribution, the Company will not earn any no interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive OfficerOfficer or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative EarlyBirdCapital, Inc., with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Marketing Fee to the Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Seaport Calibre Materials Distoken Acquisition Corp. Corporation By: Name: Jxx Xxxxxxx Jxxx Xxxxx Title: Chief Executive Officer Seaport Global SecuritiesAgreed and acknowledged by: EarlyBirdCapital, LLC By: Inc. Name: Title: Continental Stock Transfer & Trust Company 1 Oxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - No. Termination Letter
Appears in 2 contracts
Samples: Investment Management Trust Agreement (Distoken Acquisition Corp), Investment Management Trust Agreement (Distoken Acquisition Corp)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i1(i) of the Investment Management Trust Agreement between Seaport Calibre Materials Distoken Acquisition Corp. Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[·], 2021 2023 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________·] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at JX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Marketing Fee))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.X. Xxxxxx Cxxxx Bank, N.A. awaiting distribution, the Company will not earn any no interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive OfficerOfficer or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative I-Bankers Securities, Inc., with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Marketing Fee to the Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Seaport Calibre Materials Distoken Acquisition Corp. Corporation By: Name: Jxx Xxxxxxx Jxxx Xxxxx Title: Chief Executive Officer Seaport Global Agreed and acknowledged by: I-Bankers Securities, LLC By: Inc. Name: Title: Continental Stock Transfer & Trust Company 1 Oxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - No. Termination Letter
Appears in 2 contracts
Samples: Investment Management Trust Agreement (Distoken Acquisition Corp), Investment Management Trust Agreement (Distoken Acquisition Corp)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Seaport Calibre Materials Pine Island Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at JX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Marketing FeeDeferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.X. Xxxxxx Cxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Marketing Fee Deferred Discount to the Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Seaport Calibre Materials Pine Island Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer Seaport cc: Citigroup Global Securities, LLC By: Name: Title: Markets Inc. Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter
Appears in 2 contracts
Samples: Investment Management Trust Agreement (Pine Island Acquisition Corp.), Investment Management Trust Agreement (Pine Island Acquisition Corp.)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Seaport Calibre Materials Monocle Acquisition Corp. Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 2019 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventyforty-two eight (7248) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at JX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Marketing Fee))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.X. Xxxxxx Cxxxx JPMorgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate certificate] of the Chief Executive OfficerOfficer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Marketing M&A Fee to the Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Seaport Calibre Materials Monocle Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer Seaport Global Securities, LLC Corporation By: Name: Title: Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter:
Appears in 1 contract
Samples: Investment Management Trust Agreement (Monocle Acquisition Corp)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i1(i) of the Investment Management Trust Agreement between Seaport Calibre Materials Distoken Acquisition Corp. Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[·], 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________·] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at JX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Marketing Fee))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.X. Xxxxxx Cxxxx Chase Bank, N.A. awaiting distribution, the Company will not earn any no interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive OfficerOfficer or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative I-Bankers Securities, Inc., with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Marketing Fee to the Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Seaport Calibre Materials Distoken Acquisition Corp. Corporation By: Name: Jxx Xxxxxxx Jxxx Xxxxx Title: Chief Executive Officer Seaport Global Agreed and acknowledged by: I-Bankers Securities, LLC By: Inc. Name: Title: Continental Stock Transfer & Trust Company 1 Oxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - No. Termination Letter
Appears in 1 contract
Samples: Investment Management Trust Agreement (Distoken Acquisition Corp)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Seaport Calibre Materials Acquisition Sandbridge X2 Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________March 9, 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at JX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative Representatives on behalf of the Underwriters (with respect to the Marketing FeeDeferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.X. Xxxxxx Cxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Marketing Fee Deferred Discount to the Representative Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Seaport Calibre Materials Acquisition Sandbridge X2 Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer Seaport Global Securities, LLC By: Name: Title: cc: Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter
Appears in 1 contract
Samples: Investment Management Trust Agreement (Sandbridge X2 Corp)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Seaport Calibre Materials Duddell Street Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[·], 2021 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________·] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at JX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that BofA Securities, Inc. (together, the “Representative”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Marketing Fee))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [J.X. Xxxxxx Cxxxx Bank, N.A. Chase Bank N.A.] awaiting distribution, neither the Company nor the Representative will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive OfficerOfficer or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Marketing Fee to the Representative Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Seaport Calibre Materials Duddell Street Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer Seaport Global cc: BofA Securities, LLC By: Name: Title: Inc. Continental Stock Transfer & Trust Company 1 Oxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter
Appears in 1 contract
Samples: Investment Management Trust Agreement (Duddell Street Acquisition Corp.)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Seaport Calibre Materials Sustainable Development Acquisition I Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at JX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative Representatives on behalf of the Underwriters (with respect to the Marketing FeeDeferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.X. Xxxxxx Cxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Marketing Fee Deferred Discount to the Representative Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Seaport Calibre Materials Sustainable Development Acquisition I Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer Seaport Global Securities, LLC By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter
Appears in 1 contract
Samples: Investment Management Trust Agreement (Sustainable Development Acquisition I Corp.)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i1(i) of the Investment Management Trust Agreement between Seaport Calibre Materials Distoken Acquisition Corp. Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________February 15, 2021 2023 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________·] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at JX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Marketing Fee))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.X. Xxxxxx Cxxxx Bank, N.A. awaiting distribution, the Company will not earn any no interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive OfficerOfficer or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative I-Bankers Securities, Inc., with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Marketing Fee to the Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Seaport Calibre Materials Distoken Acquisition Corp. Corporation By: Name: Jxx Xxxxxxx Jxxx Xxxxx Title: Chief Executive Officer Seaport Global Agreed and acknowledged by: I-Bankers Securities, LLC By: Inc. Name: Title: Continental Stock Transfer & Trust Company 1 Oxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - No. Termination Letter
Appears in 1 contract
Samples: Investment Management Trust Agreement (Distoken Acquisition Corp)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Seaport Calibre Materials Acquisition Corp. Hxxxxxxx Xxxx Alliance Holdings I, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [JX Xxxxxx Chase Cxxxx Bank, N.A. N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative Representatives on behalf of the Underwriters (with respect to the Marketing FeeDeferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [J.X. Xxxxxx Cxxxx Chase Bank, N.A. N.A.] awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Marketing Fee Deferred Discount to the Representative Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer Seaport Global SecuritiesHxxxxxxx Xxxx Alliance Holdings I, LLC Inc. By: Name: Title: cc: J.X. Xxxxxx Securities, LLC Mxxxxx Sxxxxxx & Co. LLC Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter
Appears in 1 contract
Samples: Investment Management Trust Agreement (Hamilton Lane Alliance Holdings I, Inc.)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Seaport Calibre Materials Intelligent Medicine Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [JX Xxxxxx Chase Bank, N.A. N.A.] will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Marketing FeeDeferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [J.X. Xxxxxx Cxxxx Bank, N.A. N.A.] awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Marketing Fee Deferred Discount to the Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Seaport Calibre Materials Intelligent Medicine Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer Seaport Global Securities, LLC Cantor Fxxxxxxxxx & Co. By: Name: Title: Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: [Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Xxxxxxxx] Re: Trust Account - Termination Letter
Appears in 1 contract
Samples: Investment Management Trust Agreement (Intelligent Medicine Acquisition Corp.)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Seaport Calibre Materials Monocle Acquisition Corp. Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 2019 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventyforty-two eight (7248) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at JX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Marketing Fee))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.X. Xxxxxx Cxxxx JPMorgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate certificate] of the Chief Executive OfficerOfficer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Marketing M&A Fee to the Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Seaport Calibre Materials Monocle Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer Seaport Global Securities, LLC Corporation By: Name: Title: cc: Cxxxx and Company, LLC Continental Stock Transfer & Trust Company 1 Oxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - No. Termination Letter
Appears in 1 contract
Samples: Investment Management Trust Agreement (Monocle Acquisition Corp)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Seaport Calibre Materials Monocle Acquisition Corp. Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 2018 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventyforty-two eight (7248) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at JX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Marketing Fee))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating checking account at J.X. Xxxxxx Cxxxx [JPMorgan Chase Bank, N.A. N.A.] awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate certificate] of the Chief Executive OfficerOfficer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Marketing M&A Fee to the Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Seaport Calibre Materials Monocle Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer Seaport Global Securities, LLC Corporation By: Name: Title: Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter:
Appears in 1 contract
Samples: Investment Management Trust Agreement (Monocle Acquisition Corp)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Seaport Calibre Materials EQ Health Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________[ ] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at JX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Marketing FeeDeferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.X. Xxxxxx Cxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Marketing Fee Deferred Discount to the Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Seaport Calibre Materials EQ Health Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer Seaport Global Securitiescc: BTIG, LLC By: Name: Title: Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter
Appears in 1 contract
Samples: Investment Management Trust Agreement (EQ Health Acquisition Corp.)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Seaport Calibre Materials Provident Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[·], 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________·] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at JX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that Citigroup Global Markets Inc. (the “Representative”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Marketing Fee))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.X. Xxxxxx Cxxxx Bank, Chase Bank N.A. awaiting distribution, neither the Company nor the Representative will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive OfficerOfficer or Chairman of the Board, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Marketing Fee to the Representative Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Seaport Calibre Materials Provident Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer Seaport Citigroup Global Securities, LLC Markets Inc. By: Name: Title: Continental Stock Transfer & Trust Company 1 Oxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter
Appears in 1 contract
Samples: Investment Management Trust Agreement (Provident Acquisition Corp.)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Seaport Calibre Materials Global Acquisition II Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at JX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Marketing FeeDeferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.X. Xxxxxx Cxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Marketing Fee Deferred Discount to the Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Seaport Calibre Materials Global Acquisition II Corp. By: Name: Jxx Xxxxxxx Sxxxxxx Xxxxx Title: Chief Executive Officer Seaport Global SecuritiesSPAC II, LLC By: Name: Sxxxxxx Xxxxx Title: CEO of Managing Member Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter
Appears in 1 contract
Samples: Investment Management Trust Agreement (Seaport Global Acquisition II Corp.)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i1(i) of the Investment Management Trust Agreement between Seaport Calibre Materials Counter Press Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________February 8, 2021 2022 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________●] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at JX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Marketing Fee))Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.X. Xxxxxx Cxxxx Bank, N.A. [●] awaiting distribution, the Company will not earn any no interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive OfficerOfficer or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholdersshareholders, if a vote is held and (b) a joint written instruction signed by the Company Company, BTIG, LLC and the Representative EarlyBirdCapital, Inc., with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Marketing Fee to the Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice written instruction as soon thereafter as possible. Very truly yours, Seaport Calibre Materials Counter Press Acquisition Corp. Corporation By: Name: Jxx Xxxxxxx Title: Chief Executive Officer Seaport Global SecuritiesAgreed and acknowledged by: BTIG, LLC ByName: Title: EARLYBIRDCAPITAL, INC. Name: Title: Continental Stock Transfer & Trust Company 1 Oxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Fxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter
Appears in 1 contract
Samples: Investment Management Trust Agreement (Counter Press Acquisition Corp)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Seaport Calibre Materials Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at JX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Marketing Fee)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.X. Xxxxxx Cxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Marketing Fee to the Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: :Jxx Xxxxxxx Title: :Chief Executive Officer Seaport Global Securities, LLC By: Name: Title: Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter
Appears in 1 contract
Samples: Investment Management Trust Agreement (Seaport Calibre Materials Acquisition Corp.)