Common use of Xxxx and Mx Clause in Contracts

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 did not effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s amended and restated certificate of incorporation, as described in the Company’s Prospectus relating to the Offering. 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 liquidate all of the assets in the Trust Account and transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected [_________, 20__]1 as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Company’s amended and restated certificate of incorporation. 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, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC 1 18 months from the closing of the Offering or at a later date, if extended. EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(j) 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”), the Company hereby requests that you deliver to the Company $[_____] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(k) 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”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC

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.)

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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 did not effect has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with a the Target Business (the “Business Combination”) within 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 time frame specified in actual date of the Company’s amended and restated certificate consummation of incorporation, as described in the Company’s Prospectus relating to Business Combination (the Offering“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 in of the Trust Account and transfer the total proceeds into to a segregated account held by you on behalf of the Beneficiaries to await distribution 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 Public Stockholdersaccount 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)). The 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 has selected [_________, 20__]1 as will not earn any interest or dividends. On the effective date Consummation Date (i) counsel for the purpose of determining when Company shall deliver to you written notification that the Public Stockholders Business Combination has been consummated, or will be entitled consummated substantially concurrently with your transfer of funds to receive their share the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the liquidation proceeds. You agree to be Chief Executive Officer, which verifies that the Paying Agent Business Combination has been approved by a vote of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders 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 Agreement 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’s amended and restated certificate of incorporation. 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, except to then upon receipt by the extent otherwise Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(i1(c) of the Trust AgreementAgreement 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 cc: Seaport Global Securities, LLC 1 18 months from the closing of the Offering or at a later date, if extended. By: Name: Title: EXHIBIT C B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(j) 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”), the Company hereby requests that you deliver to the Company $[_____] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(k) 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”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLCTermination 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(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 did not effect has entered into an agreement with [·] (the “Target Business”) to consummate a business combination with a Target Business (the “Business Combination”) within 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 time frame specified in actual date of the Company’s amended and restated certificate consummation of incorporation, as described in the Company’s Prospectus relating to Business Combination (the Offering“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 in of the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the Public Stockholdersaccount 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. The It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.X. Xxxxxx Chase Bank N.A. awaiting distribution, neither the Company has selected [_________, 20__]1 as nor the effective date Representatives will earn any interest or dividends. On the Consummation Date (i) counsel for the purpose of determining when Company shall deliver to you written notification that the Public Stockholders Business Combination has been consummated, or will be entitled consummated substantially, concurrently with your transfer of funds to receive their share the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the liquidation proceeds. You agree to be Chief Executive Officer or Chairman of the Paying Agent Board, which verifies that the Business Combination has been approved by a vote of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders shareholders, if a vote is held and (b) 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 the 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 Agreement 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’s amended and restated certificate of incorporation. 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, except to then upon receipt by the extent otherwise Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(i‎1(c) of the Trust AgreementAgreement on the business day immediately following the Consummation Date as set forth in such 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 ccAgreed and Acknowledged by Mxxxxx Sxxxxxx & Co. LLC By: Seaport Global Securities, LLC 1 18 months from the closing of the Offering or at a later date, if extended. Name: Title: Deutsche Bank Securities Inc. By: Name: Title: EXHIBIT C B [Letterhead of Company] [Insert date] 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 - Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(j) 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”), the Company hereby requests that you deliver to the Company $[_____] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(k) 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”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLCTermination 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 did not effect has entered into an agreement with [·] (the “Target Business”) to consummate a business combination with a Target Business (the “Business Combination”) within 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 time frame specified in actual date of the Company’s amended and restated certificate consummation of incorporation, as described in the Company’s Prospectus relating to Business Combination (the Offering“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 in of the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the Public Stockholdersaccount or accounts that the Company shall direct on the Consummation Date. The It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.X. Xxxxxx Chase Bank, N.A. awaiting distribution, the Company has selected [_________, 20__]1 as will earn no interest or dividends. On the effective date Consummation Date (i) counsel for the purpose of determining when Company shall deliver to you written notification that the Public Stockholders Business Combination has been consummated, or will be entitled consummated substantially, concurrently with your transfer of funds to receive their share the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the liquidation proceeds. You agree to be Chief Executive Officer or Chief Financial Officer of the Paying Agent Company, which verifies that the Business Combination has been approved by a vote of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders shareholders, if a vote is held and (b) joint written instruction signed by the Company and EarlyBirdCapital, Inc., with respect to the transfer of the funds held in 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 Agreement 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’s amended and restated certificate of incorporation. 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, except to then upon receipt by the extent otherwise Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(i‎1(c) of the Trust AgreementAgreement on the business day immediately following the Consummation Date as set forth in such 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 ccAgreed and acknowledged by: Seaport Global SecuritiesEarlyBirdCapital, LLC 1 18 months from the closing of the Offering or at a later date, if extended. Inc. By: Name: Title: EXHIBIT C B [Letterhead of Company] [Insert date] 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 - Withdrawal Instruction MxNo. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(j) 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”), the Company hereby requests that you deliver to the Company $[_____] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(k) 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”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLCTermination 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 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 did not effect has entered into an agreement with [•] (the “Target Business”) to consummate a business combination with a Target Business (the “Business Combination”) within 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 time frame specified in actual date of the Company’s amended and restated certificate consummation of incorporation, as described in the Company’s Prospectus relating to Business Combination (the Offering“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 in of the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the Public Stockholdersaccount or accounts that the Company shall direct on the Consummation Date. The It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.X. Xxxxxx Chase Bank, N.A. awaiting distribution, the Company has selected [_________, 20__]1 as will earn no interest or dividends. On the effective date Consummation Date (i) counsel for the purpose of determining when Company shall deliver to you written notification that the Public Stockholders Business Combination has been consummated, or will be entitled consummated substantially, concurrently with your transfer of funds to receive their share the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the liquidation proceeds. You agree to be Chief Executive Officer or Chief Financial Officer of the Paying Agent Company, which verifies that the Business Combination has been approved by a vote of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders shareholders, if a vote is held and (b) joint written instruction signed by the Company and Maxim Group LLC, with respect to the transfer of the funds held in 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 Agreement 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’s amended and restated certificate of incorporation. 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, except to then upon receipt by the extent otherwise Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(i‎1(c) of the Trust AgreementAgreement on the business day immediately following the Consummation Date as set forth in such 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 ccAgreed and acknowledged by: Seaport Global Securities, Maxim Group LLC 1 18 months from the closing of the Offering or at a later date, if extended. By: Name: Title: EXHIBIT C B [Letterhead of Company] [Insert date] 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 - Withdrawal Instruction MxNo. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(j) 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”), the Company hereby requests that you deliver to the Company $[_____] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(k) 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”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLCTermination 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(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 did not effect has entered into an agreement with ______ (the “Target Business”) to consummate a business combination with a the Target Business (the “Business Combination”) within 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 time frame specified in actual date of the Company’s amended and restated certificate consummation of incorporation, as described in the Company’s Prospectus relating to Business Combination (the Offering“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 in of the Trust Account and transfer the total proceeds into to a segregated account held by you on behalf of the Beneficiaries to await distribution 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 Public Stockholdersaccount or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Underwriter (with respect to the Deferred Discount)). The 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 has selected [_________, 20__]1 as will not earn any interest or dividends. On the effective date Consummation Date (i) counsel for the purpose of determining when Company shall deliver to you written notification that the Public Stockholders Business Combination has been consummated, or will be entitled consummated substantially concurrently with your transfer of funds to receive their share the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the liquidation proceeds. You agree to be Chief Executive Officer, which verifies that the Paying Agent Business Combination has been approved by a vote of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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 Deferred Discount to the 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 Agreement 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’s amended and restated certificate of incorporation. 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, except to then upon receipt by the extent otherwise Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(i1(c) of the Trust AgreementAgreement 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 cc: Seaport Global Securities, LLC 1 18 months from the closing of the Offering or at a later date, if extended. Barclays Capital Inc. EXHIBIT C B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(j) 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”), the Company hereby requests that you deliver to the Company $[_____] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(k) 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”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLCTermination 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 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 did not effect has entered into an agreement with [·] (the “Target Business”) to consummate a business combination with a Target Business (the “Business Combination”) within 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 time frame specified in actual date of the Company’s amended and restated certificate consummation of incorporation, as described in the Company’s Prospectus relating to Business Combination (the Offering“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 in of the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the Public Stockholdersaccount or accounts that the Company shall direct on the Consummation Date. The 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 has selected [_________, 20__]1 as will earn no interest or dividends. On the effective date Consummation Date (i) counsel for the purpose of determining when Company shall deliver to you written notification that the Public Stockholders Business Combination has been consummated, or will be entitled consummated substantially, concurrently with your transfer of funds to receive their share the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the liquidation proceeds. You agree to be Chief Executive Officer or Chief Financial Officer of the Paying Agent Company, which verifies that the Business Combination has been approved by a vote of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders shareholders, if a vote is held and (b) joint written instruction signed by the Company and I-Bankers Securities, Inc., with respect to the transfer of the funds held in 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 Agreement 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’s amended and restated certificate of incorporation. 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, except to then upon receipt by the extent otherwise Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(i‎1(c) of the Trust AgreementAgreement on the business day immediately following the Consummation Date as set forth in such 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 ccAgreed and acknowledged by: Seaport Global I-Bankers Securities, LLC 1 18 months from the closing of the Offering or at a later date, if extended. Inc. By: Name: Title: EXHIBIT C B [Letterhead of Company] [Insert date] 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 - Withdrawal Instruction MxNo. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(j) 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”), the Company hereby requests that you deliver to the Company $[_____] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(k) 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”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLCTermination 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 did not effect has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with a the Target Business (the “Business Combination”) within 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 time frame specified in actual date of the Company’s amended and restated certificate consummation of incorporation, as described in the Company’s Prospectus relating to Business Combination (the Offering“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 in of the Trust Account and transfer the total proceeds into to a segregated account held by you on behalf of the Beneficiaries to await distribution 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 Public Stockholdersaccount 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 Deferred Discount)). The 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 has selected [_________, 20__]1 as will not earn any interest or dividends. On the effective date Consummation Date (i) counsel for the purpose of determining when Company shall deliver to you written notification that the Public Stockholders Business Combination has been consummated, or will be entitled consummated substantially concurrently with your transfer of funds to receive their share the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the liquidation proceeds. You agree to be Chief Executive Officer, which verifies that the Paying Agent Business Combination has been approved by a vote of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders 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 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 Agreement 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’s amended and restated certificate of incorporation. 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, except to then upon receipt by the extent otherwise Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(i1(c) of the Trust AgreementAgreement 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 cc: Seaport Citigroup Global Securities, LLC 1 18 months from the closing of the Offering or at a later date, if extended. Markets Inc. EXHIBIT C B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(j) 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”), the Company hereby requests that you deliver to the Company $[_____] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(k) 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”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLCTermination 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 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 did not effect has entered into an agreement with [·] (the “Target Business”) to consummate a business combination with a Target Business (the “Business Combination”) within 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 time frame specified in actual date of the Company’s amended and restated certificate consummation of incorporation, as described in the Company’s Prospectus relating to Business Combination (the Offering“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 in of the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the Public Stockholdersaccount or accounts that Citigroup Global Markets Inc. (the “Representative”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. The It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.X. Xxxxxx Chase Bank N.A. awaiting distribution, neither the Company has selected [_________, 20__]1 as nor the effective date Representative will earn any interest or dividends. On the Consummation Date (i) counsel for the purpose of determining when Company shall deliver to you written notification that the Public Stockholders Business Combination has been consummated, or will be entitled consummated substantially, concurrently with your transfer of funds to receive their share the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the liquidation proceeds. You agree to be Chief Executive Officer or Chairman of the Paying Agent Board, which verifies that the Business Combination has been approved by a vote of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders shareholders, if a vote is held and (b) 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 the 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 Agreement 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’s amended and restated certificate of incorporation. 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, except to then upon receipt by the extent otherwise Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(i1(c) of the Trust AgreementAgreement on the business day immediately following the Consummation Date as set forth in such written instruction as soon thereafter as possible. Very truly yours, Seaport Calibre Materials Provident Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer ccAgreed and Acknowledged by Citigroup Global Markets Inc. By: Seaport Global Securities, LLC 1 18 months from the closing of the Offering or at a later date, if extended. Name: Title: EXHIBIT C B [Letterhead of Company] [Insert date] 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 - Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(j) 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”), the Company hereby requests that you deliver to the Company $[_____] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(k) 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”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLCTermination Letter

Appears in 1 contract

Samples: Investment Management Trust Agreement (Provident 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 _________February 15, 2021 2023 (the “Trust Agreement”), this is to advise you that the Company did not effect has entered into an agreement with [·] (the “Target Business”) to consummate a business combination with a Target Business (the “Business Combination”) within 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 time frame specified in actual date of the Company’s amended and restated certificate consummation of incorporation, as described in the Company’s Prospectus relating to Business Combination (the Offering“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 in of the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the Public Stockholdersaccount or accounts that the Company shall direct on the Consummation Date. The 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 has selected [_________, 20__]1 as will earn no interest or dividends. On the effective date Consummation Date (i) counsel for the purpose of determining when Company shall deliver to you written notification that the Public Stockholders Business Combination has been consummated, or will be entitled consummated substantially, concurrently with your transfer of funds to receive their share the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the liquidation proceeds. You agree to be Chief Executive Officer or Chief Financial Officer of the Paying Agent Company, which verifies that the Business Combination has been approved by a vote of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders shareholders, if a vote is held and (b) joint written instruction signed by the Company and I-Bankers Securities, Inc., with respect to the transfer of the funds held in 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 Agreement 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’s amended and restated certificate of incorporation. 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, except to then upon receipt by the extent otherwise Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(i‎1(c) of the Trust AgreementAgreement on the business day immediately following the Consummation Date as set forth in such 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 ccAgreed and acknowledged by: Seaport Global I-Bankers Securities, LLC 1 18 months from the closing of the Offering or at a later date, if extended. Inc. By: Name: Title: EXHIBIT C B [Letterhead of Company] [Insert date] 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 - Withdrawal Instruction MxNo. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(j) 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”), the Company hereby requests that you deliver to the Company $[_____] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(k) 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”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLCTermination 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 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 did not effect has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with a the Target Business (the “Business Combination”) within 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 time frame specified in actual date of the Company’s amended and restated certificate consummation of incorporation, as described in the Company’s Prospectus relating to Business Combination (the Offering“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 in of the Trust Account and transfer the total proceeds into to a segregated account held by you on behalf of the Beneficiaries to await distribution 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 Public Stockholdersaccount 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 Deferred Discount)). The 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 has selected [_________, 20__]1 as will not earn any interest or dividends. On the effective date Consummation Date (i) counsel for the purpose of determining when Company shall deliver to you written notification that the Public Stockholders Business Combination has been consummated, or will be entitled consummated substantially concurrently with your transfer of funds to receive their share the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the liquidation proceeds. You agree to be Chief Executive Officer, which verifies that the Paying Agent Business Combination has been approved by a vote of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders 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 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 Agreement 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’s amended and restated certificate of incorporation. 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, except to then upon receipt by the extent otherwise Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(i1(c) of the Trust AgreementAgreement 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 ccCantor Fxxxxxxxxx & Co. By: Seaport Global Securities, LLC 1 18 months from the closing of the Offering or at a later date, if extended. Name: Title: EXHIBIT C B [Letterhead of Company] [Insert date] 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 - Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(j) 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”), the Company hereby requests that you deliver to the Company $[_____] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(k) 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”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLCTermination 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 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 did not effect has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with a the Target Business (the “Business Combination”) within 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 time frame specified in actual date of the Company’s amended and restated certificate consummation of incorporation, as described in the Company’s Prospectus relating to Business Combination (the Offering“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 in of the Trust Account and transfer the total proceeds into to a segregated account held by you on behalf of the Beneficiaries to await distribution the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at [JX Xxxxxx Cxxxx Bank, N.A.] will be immediately available for transfer to the Public Stockholdersaccount or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). The It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [J.X. Xxxxxx Chase Bank, N.A.] awaiting distribution, the Company has selected [_________, 20__]1 as will not earn any interest or dividends. On the effective date Consummation Date (i) counsel for the purpose of determining when Company shall deliver to you written notification that the Public Stockholders Business Combination has been consummated, or will be entitled consummated substantially concurrently with your transfer of funds to receive their share the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the liquidation proceeds. You agree to be Chief Executive Officer, which verifies that the Paying Agent Business Combination has been approved by a vote of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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 Deferred Discount to the 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 Agreement 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’s amended and restated certificate of incorporation. 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, except to then upon receipt by the extent otherwise Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(i1(c) of the Trust AgreementAgreement 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. Hxxxxxxx Xxxx Alliance Holdings I, Inc. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global J.X. Xxxxxx Securities, LLC 1 18 months from the closing of the Offering or at a later date, if extended. Mxxxxx Sxxxxxx & Co. LLC EXHIBIT C B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(j) 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”), the Company hereby requests that you deliver to the Company $[_____] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(k) 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”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLCTermination 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 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 did not effect has entered into an agreement with (the “Target Business”) to consummate a business combination with a Target Business (the “Business Combination”) within on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance (or such shorter time as you may agree) of the time frame specified in actual date of the Company’s amended and restated certificate consummation of incorporation, as described in the Company’s Prospectus relating to Business Combination (the Offering“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 in of the Trust Account on [insert date], and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the Public Stockholdersaccount or accounts that the Company shall direct on the Consummation Date. The It is acknowledged and agreed that while the funds are on deposit in the trust checking account at [JPMorgan Chase Bank, N.A.] awaiting distribution, the Company has selected [_________, 20__]1 as will not earn any interest or dividends. On the effective date Consummation Date (i) counsel for the purpose of determining when Company shall deliver to you written notification that the Public Stockholders Business Combination has been consummated, or will be entitled consummated substantially concurrently with your transfer of funds to receive their share the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the liquidation proceeds. You agree to be Chief Executive Officer of the Paying Agent Company, which verifies that the Business Combination has been approved by a vote of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders stockholders, if a vote is held and (b) a written instruction signed by the Company with respect to the transfer of the funds held in the Trust Account, including payment of the M&A Fee 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 Agreement 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’s amended and restated certificate of incorporation. 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, except to then upon receipt by the extent otherwise Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(i1(c) of the Trust AgreementAgreement on the business day immediately following the Consummation Date as set forth in such written instruction as soon thereafter as possible. Very truly yours, Seaport Calibre Materials Monocle Acquisition Corp. Corporation By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC 1 18 months from the closing of the Offering or at a later date, if extended. EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(j) 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”), the Company hereby requests that you deliver to the Company $[_____] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(k) 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”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC:

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 did not effect has entered into an agreement with [·] (the “Target Business”) to consummate a business combination with a Target Business (the “Business Combination”) within 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 time frame specified in actual date of the Company’s amended and restated certificate consummation of incorporation, as described in the Company’s Prospectus relating to Business Combination (the Offering“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 in of the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the Public Stockholdersaccount or accounts that the Company shall direct on the Consummation Date. The It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.X. Xxxxxx Chase Bank, N.A. awaiting distribution, the Company has selected [_________, 20__]1 as will earn no interest or dividends. On the effective date Consummation Date (i) counsel for the purpose of determining when Company shall deliver to you written notification that the Public Stockholders Business Combination has been consummated, or will be entitled consummated substantially, concurrently with your transfer of funds to receive their share the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the liquidation proceeds. You agree to be Chief Executive Officer or Chief Financial Officer of the Paying Agent Company, which verifies that the Business Combination has been approved by a vote of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders shareholders, if a vote is held and (b) joint written instruction signed by the Company and I-Bankers Securities, Inc., with respect to the transfer of the funds held in 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 Agreement 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’s amended and restated certificate of incorporation. 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, except to then upon receipt by the extent otherwise Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(i‎1(c) of the Trust AgreementAgreement on the business day immediately following the Consummation Date as set forth in such 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 ccAgreed and acknowledged by: Seaport Global I-Bankers Securities, LLC 1 18 months from the closing of the Offering or at a later date, if extended. Inc. By: Name: Title: EXHIBIT C B [Letterhead of Company] [Insert date] 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 - Withdrawal Instruction MxNo. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(j) 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”), the Company hereby requests that you deliver to the Company $[_____] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(k) 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”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLCTermination Letter

Appears in 1 contract

Samples: Investment Management Trust Agreement (Distoken Acquisition Corp)

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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 did not effect has entered into an agreement with [·] (the “Target Business”) to consummate a business combination with a Target Business (the “Business Combination”) within 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 time frame specified in actual date of the Company’s amended and restated certificate consummation of incorporation, as described in the Company’s Prospectus relating to Business Combination (the Offering“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 in of the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the Public Stockholdersaccount or accounts that BofA Securities, Inc. (together, the “Representative”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. The It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [J.X. Xxxxxx Chase Bank N.A.] awaiting distribution, neither the Company has selected [_________, 20__]1 as nor the effective date Representative will earn any interest or dividends. On the Consummation Date (i) counsel for the purpose of determining when Company shall deliver to you written notification that the Public Stockholders Business Combination has been consummated, or will be entitled consummated substantially, concurrently with your transfer of funds to receive their share the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the liquidation proceeds. You agree to be Chief Executive Officer or Chief Financial Officer of the Paying Agent Company, which verifies that the Business Combination has been approved by a vote of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders shareholders, if a vote is held and (b) 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 the 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 Agreement 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’s amended and restated certificate of incorporation. 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, except to then upon receipt by the extent otherwise Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(i1(c) of the Trust AgreementAgreement on the business day immediately following the Consummation Date as set forth in such 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 cc: Seaport Global BofA Securities, LLC 1 18 months from the closing of the Offering or at a later date, if extended. Inc. EXHIBIT C B [Letterhead of Company] [Insert date] 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 - Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(j) 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”), the Company hereby requests that you deliver to the Company $[_____] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(k) 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”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLCTermination 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 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 did not effect has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with a the Target Business (the “Business Combination”) within 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 time frame specified in actual date of the Company’s amended and restated certificate consummation of incorporation, as described in the Company’s Prospectus relating to Business Combination (the Offering“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 in of the Trust Account and transfer the total proceeds into to a segregated account held by you on behalf of the Beneficiaries to await distribution 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 Public Stockholdersaccount 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 Deferred Discount)). The 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 has selected [_________, 20__]1 as will not earn any interest or dividends. On the effective date Consummation Date (i) counsel for the purpose of determining when Company shall deliver to you written notification that the Public Stockholders Business Combination has been consummated, or will be entitled consummated substantially concurrently with your transfer of funds to receive their share the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the liquidation proceeds. You agree to be Chief Executive Officer, which verifies that the Paying Agent Business Combination has been approved by a vote of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders 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 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 Agreement 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’s amended and restated certificate of incorporation. 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, except to then upon receipt by the extent otherwise Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(i1(c) of the Trust AgreementAgreement 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 cc: Seaport Global SecuritiesSPAC II, LLC 1 18 months from the closing By: Name: Sxxxxxx Xxxxx Title: CEO of the Offering or at a later date, if extended. Managing Member EXHIBIT C B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(j) 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”), the Company hereby requests that you deliver to the Company $[_____] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(k) 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”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLCTermination Letter

Appears in 1 contract

Samples: Investment Management Trust Agreement (Seaport Global Acquisition II 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 did not effect has entered into an agreement with (the “Target Business”) to consummate a business combination with a Target Business (the “Business Combination”) within on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance (or such shorter time as you may agree) of the time frame specified in actual date of the Company’s amended and restated certificate consummation of incorporation, as described in the Company’s Prospectus relating to Business Combination (the Offering“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 in of the Trust Account on [insert date], and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the Public Stockholdersaccount or accounts that the Company shall direct on the Consummation Date. The It is acknowledged and agreed that while the funds are on deposit in the trust operating account at JPMorgan Chase Bank, N.A. awaiting distribution, the Company has selected [_________, 20__]1 as will not earn any interest or dividends. On the effective date Consummation Date (i) counsel for the purpose of determining when Company shall deliver to you written notification that the Public Stockholders Business Combination has been consummated, or will be entitled consummated substantially concurrently with your transfer of funds to receive their share the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the liquidation proceeds. You agree to be Chief Executive Officer of the Paying Agent Company, which verifies that the Business Combination has been approved by a vote of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders stockholders, if a vote is held and (b) a written instruction signed by the Company with respect to the transfer of the funds held in the Trust Account, including payment of the M&A Fee 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 Agreement 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’s amended and restated certificate of incorporation. 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, except to then upon receipt by the extent otherwise Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(i1(c) of the Trust AgreementAgreement on the business day immediately following the Consummation Date as set forth in such written instruction as soon thereafter as possible. Very truly yours, Seaport Calibre Materials Monocle Acquisition Corp. Corporation By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC 1 18 months from the closing of the Offering or at a later date, if extended. EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(j) 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”), the Company hereby requests that you deliver to the Company $[_____] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(k) 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”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC:

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 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 did not effect has entered into an agreement with [●] (the “Target Business”) to consummate a business combination with a Target Business (the “Business Combination”) within 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 time frame specified in actual date of the Company’s amended and restated certificate consummation of incorporation, as described in the Company’s Prospectus relating to Business Combination (the Offering“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 in of the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the Public Stockholdersaccount or accounts that the Company shall direct on the Consummation Date. The It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [●] awaiting distribution, the Company has selected [_________, 20__]1 as will earn no interest or dividends. On the effective date Consummation Date (i) counsel for the purpose of determining when Company shall deliver to you written notification that the Public Stockholders Business Combination has been consummated, or will be entitled consummated substantially, concurrently with your transfer of funds to receive their share the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the liquidation proceeds. You agree to be Chief Executive Officer or Chief Financial Officer of the Paying Agent Company, which verifies that the Business Combination has been approved by a vote of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders shareholders, if a vote is held and (b) joint written instruction signed by the Company, BTIG, LLC and EarlyBirdCapital, Inc., with respect to the transfer of the funds held in 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 Agreement 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’s amended and restated certificate of incorporation. 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, except to then upon receipt by the extent otherwise Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(i‎1(c) of the Trust AgreementAgreement on the business day immediately following the Consummation Date as set forth in such 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 ccAgreed and acknowledged by: Seaport Global SecuritiesBTIG, LLC 1 18 months from the closing of the Offering or at a later dateBy: Name: Title: EARLYBIRDCAPITAL, if extendedINC. By: Name: Title: EXHIBIT C B [Letterhead of Company] [Insert date] 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 - Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(j) 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”), the Company hereby requests that you deliver to the Company $[_____] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(k) 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”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLCTermination 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 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 did not effect has entered into an agreement with (the “Target Business”) to consummate a business combination with a Target Business (the “Business Combination”) within on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance (or such shorter time as you may agree) of the time frame specified in actual date of the Company’s amended and restated certificate consummation of incorporation, as described in the Company’s Prospectus relating to Business Combination (the Offering“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 in of the Trust Account on [insert date], and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the Public Stockholdersaccount or accounts that the Company shall direct on the Consummation Date. The It is acknowledged and agreed that while the funds are on deposit in the trust operating account at JPMorgan Chase Bank, N.A. awaiting distribution, the Company has selected [_________, 20__]1 as will not earn any interest or dividends. On the effective date Consummation Date (i) counsel for the purpose of determining when Company shall deliver to you written notification that the Public Stockholders Business Combination has been consummated, or will be entitled consummated substantially concurrently with your transfer of funds to receive their share the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the liquidation proceeds. You agree to be Chief Executive Officer of the Paying Agent Company, which verifies that the Business Combination has been approved by a vote of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders stockholders, if a vote is held and (b) a written instruction signed by the Company with respect to the transfer of the funds held in the Trust Account, including payment of the M&A Fee 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 Agreement 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’s amended and restated certificate of incorporation. 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, except to then upon receipt by the extent otherwise Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(i1(c) of the Trust AgreementAgreement on the business day immediately following the Consummation Date as set forth in such written instruction as soon thereafter as possible. Very truly yours, Seaport Calibre Materials Monocle Acquisition Corp. Corporation By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global SecuritiesCxxxx and Company, LLC 1 18 months from the closing of the Offering or at a later date, if extended. EXHIBIT C B [Letterhead of Company] [Insert date] 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 - Withdrawal Instruction MxNo. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(j) 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”), the Company hereby requests that you deliver to the Company $[_____] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(k) 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”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLCTermination 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 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 did not effect has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with a the Target Business (the “Business Combination”) within 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 time frame specified in actual date of the Company’s amended and restated certificate consummation of incorporation, as described in the Company’s Prospectus relating to Business Combination (the Offering“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 in of the Trust Account and transfer the total proceeds into to a segregated account held by you on behalf of the Beneficiaries to await distribution 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 Public Stockholdersaccount 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)). The 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 has selected [_________, 20__]1 as will not earn any interest or dividends. On the effective date Consummation Date (i) counsel for the purpose of determining when Company shall deliver to you written notification that the Public Stockholders Business Combination has been consummated, or will be entitled consummated substantially concurrently with your transfer of funds to receive their share the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the liquidation proceeds. You agree to be Chief Executive Officer, which verifies that the Paying Agent Business Combination has been approved by a vote of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders 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 Agreement 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’s amended and restated certificate of incorporation. 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, except to then upon receipt by the extent otherwise Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(i1(c) of the Trust AgreementAgreement 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 cc: Seaport Global Securities, LLC 1 18 months from the closing of the Offering or at a later date, if extended. By: Name: Title: EXHIBIT C B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(j) 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”), the Company hereby requests that you deliver to the Company $[_____] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(k) 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”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLCTermination Letter

Appears in 1 contract

Samples: 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 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 did not effect has entered into an agreement with [ ] (the “Target Business”) to consummate a business combination with a the Target Business (the “Business Combination”) within 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 time frame specified in actual date of the Company’s amended and restated certificate consummation of incorporation, as described in the Company’s Prospectus relating to Business Combination (the Offering“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 in of the Trust Account and transfer the total proceeds into to a segregated account held by you on behalf of the Beneficiaries to await distribution 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 Public Stockholdersaccount 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 Deferred Discount)). The 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 has selected [_________, 20__]1 as will not earn any interest or dividends. On the effective date Consummation Date (i) counsel for the purpose of determining when Company shall deliver to you written notification that the Public Stockholders Business Combination has been consummated, or will be entitled consummated substantially concurrently with your transfer of funds to receive their share the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the liquidation proceeds. You agree to be Chief Executive Officer, which verifies that the Paying Agent Business Combination has been approved by a vote of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders stockholders, if a vote is held and (b) a written instruction signed by the Company 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 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 Agreement 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’s amended and restated certificate of incorporation. 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, except to then upon receipt by the extent otherwise Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(i1(c) of the Trust AgreementAgreement 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 cc: Seaport Global SecuritiesBTIG, LLC 1 18 months from the closing of the Offering or at a later date, if extended. EXHIBIT C B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(j) 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”), the Company hereby requests that you deliver to the Company $[_____] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(k) 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”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLCTermination 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 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 did not effect has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with a the Target Business (the “Business Combination”) within 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 time frame specified in actual date of the Company’s amended and restated certificate consummation of incorporation, as described in the Company’s Prospectus relating to Business Combination (the Offering“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 in of the Trust Account and transfer the total proceeds into to a segregated account held by you on behalf of the Beneficiaries to await distribution 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 Public Stockholdersaccount or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). The 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 has selected [_________, 20__]1 as will not earn any interest or dividends. On the effective date Consummation Date (i) counsel for the purpose of determining when Company shall deliver to you written notification that the Public Stockholders Business Combination has been consummated, or will be entitled consummated substantially concurrently with your transfer of funds to receive their share the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the liquidation proceeds. You agree to be Chief Executive Officer, which verifies that the Paying Agent Business Combination has been approved by a vote of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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 Deferred Discount to the 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 Agreement 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’s amended and restated certificate of incorporation. 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, except to then upon receipt by the extent otherwise Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(i1(c) of the Trust AgreementAgreement 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 cc: Seaport Global Barclays Capital Inc. BofA Securities, LLC 1 18 months from the closing of the Offering or at a later date, if extended. Inc. EXHIBIT C B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(j) 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”), the Company hereby requests that you deliver to the Company $[_____] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(k) 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”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLCTermination Letter

Appears in 1 contract

Samples: Investment Management Trust Agreement (Sustainable Development Acquisition I 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 did not effect has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with a the Target Business (the “Business Combination”) within 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 time frame specified in actual date of the Company’s amended and restated certificate consummation of incorporation, as described in the Company’s Prospectus relating to Business Combination (the Offering“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 in of the Trust Account and transfer the total proceeds into to a segregated account held by you on behalf of the Beneficiaries to await distribution 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 Public Stockholdersaccount or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). The 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 has selected [_________, 20__]1 as will not earn any interest or dividends. On the effective date Consummation Date (i) counsel for the purpose of determining when Company shall deliver to you written notification that the Public Stockholders Business Combination has been consummated, or will be entitled consummated substantially concurrently with your transfer of funds to receive their share the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the liquidation proceeds. You agree to be Chief Executive Officer, which verifies that the Paying Agent Business Combination has been approved by a vote of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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 Deferred Discount to the 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 Agreement 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’s amended and restated certificate of incorporation. 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, except to then upon receipt by the extent otherwise Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(i1(c) of the Trust AgreementAgreement 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 cc: Seaport Citigroup Global Securities, LLC 1 18 months from the closing of the Offering or at a later date, if extended. Markets Inc. Deutsche Bank Securities Inc. EXHIBIT C B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(j) 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”), the Company hereby requests that you deliver to the Company $[_____] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(k) 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”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter. Very truly yours, Seaport Calibre Materials Acquisition Corp. By: Name: Jxx Xxxxxxx Title: Chief Executive Officer cc: Seaport Global Securities, LLCTermination Letter

Appears in 1 contract

Samples: Investment Management Trust Agreement (Sandbridge X2 Corp)

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