Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Jeneration Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association, 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 to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [·]2 as the effective date for the purpose of determining when the Public Shareholders 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 Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, Jeneration Acquisition Corporation By: Name: Title: cc: Mxxxxx Sxxxxxx & Co. LLC Deutsche Bank Securities Inc.
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 Jeneration Pine Island Acquisition Corporation Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]_________, 2021 2020 (the “Trust Agreement”), this is to advise you that the Company has been unable to did not effect a Business Combination business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s amended and restated memorandum and articles certificate of associationincorporation, 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 to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public ShareholdersStockholders. The Company has selected [·]2 _________, 20__]1 as the effective date for the purpose of determining when the Public Shareholders 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 Shareholders Stockholders in accordance with the terms of the Trust Agreement and the Company’s amended and restated memorandum and articles certificate of association of the Companyincorporation. 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(i1(i) of the Trust Agreement. Very truly yours, Jeneration Pine Island Acquisition Corporation Corp. By: Name: Title: cc: Mxxxxx Sxxxxxx & Co. LLC Deutsche Bank Securities Citigroup Global Markets Inc.
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(i1(i) of the Investment Management Trust Agreement between Jeneration Monocle Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2021 2019 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Business within the time frame specified in the Company’s amended Amended and restated memorandum and articles Restated Certificate of associationIncorporation, 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 on , 20 and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public ShareholdersStockholders. The Company has selected [·[ ]2 (1) as the effective date for the purpose of determining when the Public Shareholders 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 Shareholders Stockholders in accordance with the terms of the Trust Agreement and the amended Amended and restated memorandum and articles Restated Certificate of association Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i1(i) of the Trust Agreement. Very truly yours, Jeneration Monocle Acquisition Corporation By: Name: Title: cc: Mxxxxx Sxxxxxx & Co. LLC Deutsche Bank Securities Inc.:
Appears in 2 contracts
Samples: Investment Management Trust Agreement (Monocle Acquisition Corp), Investment Management Trust Agreement (Monocle Acquisition Corp)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i1(i) of the Investment Management Trust Agreement between Jeneration Seaport Global Acquisition Corporation II Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]_________, 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to did not effect a Business Combination business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s amended and restated memorandum and articles certificate of associationincorporation, 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 to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public ShareholdersStockholders. The Company has selected [·]2 _________, 20__]1 as the effective date for the purpose of determining when the Public Shareholders 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 Shareholders Stockholders in accordance with the terms of the Trust Agreement and the Company’s amended and restated memorandum and articles certificate of association of the Companyincorporation. 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(i1(i) of the Trust Agreement. Very truly yours, Jeneration Seaport Global Acquisition Corporation II Corp. By: Name: Sxxxx Xxxxx Title: Chief Executive Officer cc: Mxxxxx Sxxxxxx & Co. LLC Deutsche Bank Securities B. Xxxxx Securities, Inc.
Appears in 1 contract
Samples: Investment Management Trust Agreement (Seaport Global Acquisition II Corp.)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i1(i) of the Investment Management Trust Agreement between Jeneration Sustainable Development Acquisition Corporation I Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]_________, 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to did not effect a Business Combination business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s amended and restated memorandum and articles certificate of associationincorporation, 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 to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public ShareholdersStockholders. The Company has selected [·]2 _________, 20__]1 as the effective date for the purpose of determining when the Public Shareholders 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 Shareholders Stockholders in accordance with the terms of the Trust Agreement and the Company’s amended and restated memorandum and articles certificate of association of the Companyincorporation. 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(i1(i) of the Trust Agreement. Very truly yours, Jeneration Sustainable Development Acquisition Corporation I Corp. By: Name: Title: cc: Mxxxxx Sxxxxxx & Co. LLC Deutsche Bank Securities Barclays Capital Inc. BofA Securities, Inc.
Appears in 1 contract
Samples: Investment Management Trust Agreement (Sustainable Development Acquisition I Corp.)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i1(i) of the Investment Management Trust Agreement between Jeneration Acquisition Corporation Hxxxxxxx Xxxx Alliance Holdings I, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]_________, 2021 2020 (the “Trust Agreement”), this is to advise you that the Company has been unable to did not effect a Business Combination business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s amended and restated memorandum and articles certificate of associationincorporation, 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 to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public ShareholdersStockholders. The Company has selected [·]2 _________, 20__]1 as the effective date for the purpose of determining when the Public Shareholders 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 Shareholders Stockholders in accordance with the terms of the Trust Agreement and the Company’s amended and restated memorandum and articles certificate of association of the Companyincorporation. 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(i1(i) of the Trust Agreement. Very truly yours, Jeneration Acquisition Corporation Hxxxxxxx Xxxx Alliance Holdings I, Inc. By: Name: Title: cc: J.X. Xxxxxx Securities, LLC Mxxxxx Sxxxxxx & Co. LLC Deutsche Bank Securities Inc.LLC
Appears in 1 contract
Samples: Investment Management Trust Agreement (Hamilton Lane Alliance Holdings I, Inc.)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i1(i) of the Investment Management Trust Agreement between Jeneration Intelligent Medicine Acquisition Corporation Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]_________, 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to did not effect a Business Combination business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s amended and restated memorandum and articles certificate of associationincorporation, 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 to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public ShareholdersStockholders. The Company has selected [·]2 _________, 20__]1 as the effective date for the purpose of determining when the Public Shareholders 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 Shareholders Stockholders in accordance with the terms of the Trust Agreement and the Company’s amended and restated memorandum and articles certificate of association of the Companyincorporation. 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(i1(i) of the Trust Agreement. Very truly yours, Jeneration Intelligent Medicine Acquisition Corporation Corp. By: Name: Title: cc: Mxxxxx Sxxxxxx Cantor Fxxxxxxxxx & Co. LLC Deutsche Bank Securities Inc.Co.
Appears in 1 contract
Samples: Investment Management Trust Agreement (Intelligent Medicine Acquisition Corp.)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i1(i) of the Investment Management Trust Agreement between Jeneration Provident Acquisition Corporation Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association, 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 to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [·]2 1 as the effective date for the purpose of determining when the Public Shareholders 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 Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i1(i) of the Trust Agreement. Very truly yours, Jeneration Provident Acquisition Corporation Corp. By: Name: Title: cc: Mxxxxx Sxxxxxx & Co. LLC Deutsche Bank Securities Inc.:
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 Jeneration Acquisition Corporation Love & Health Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·[ ], 2021 2024 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended Second Amended and restated memorandum Restated Memorandum and articles Articles of associationAssociation, as described in the Company’s Prospectus prospectus relating to the Offeringits IPO. 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 to transfer keep the total proceeds into a segregated account held by you on behalf of thereof in the Beneficiaries Trust Account to await distribution to the Public Shareholders. The Company has selected [·]2 [ , 2025]1 as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record andrecord, and in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended Second Amended and restated memorandum Restated Memorandum and articles Articles of association Association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i1(i) of the Trust Agreement. Very truly yours, Jeneration Acquisition Corporation LOVE & HEALTH LIMITED By: Name: Title: 112 months from the closing of the IPO cc: EX Xxxxxx LLC Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account Shareholder Redemption Withdrawal Instruction Dear Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(j) and Section 2(a) of the Investment Management Trust Agreement between Love & Health Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2024 (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][its working capital expenses]. 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: Very truly yours, Love & Health Limited By Name: Title: cc: EX Xxxxxx LLC Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account Shareholder Redemption Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Love & Health Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2024 (the “Trust Agreement”), the Company hereby requests that you deliver $ 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 Public Shareholders who have properly elected to have their Ordinary Shares that were sold by the Company in the IPO (the “Public Shares”) redeemed by the Company as described below. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay the Public Shareholders who have properly elected to have their Public Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s Second Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the ability of Public Shareholders to seek redemption in connection with an initial Business Combination or the Company’s obligation to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s Second Amended and Restated Memorandum and Articles of Association or to affect provisions of the Company’s Second Amended and Restated Memorandum and Articles of Association relating to the Company’s pre-initial Business Combination activity or related shareholder rights. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to a segregated account held by you on behalf of such Public Shareholders. Very truly yours, Love & Health Limited By Name: Title: cc: EX Xxxxxx LLC Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account Irrevocable Instruction in Connection with Business Combination Dear Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(m) of the Investment Management Trust Agreement between Love & Health Limited (“Company”) and Continental Stock Transfer & Trust Company, dated as of [ ], 2024 (“Trust Agreement”), this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional three (3) months, from ______________ to ____________ (the “Extension”). This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $500,000 [(or $575,000 if the underwriters’ over-allotment option was exercised in full)], which will be wired to you, into the Trust Account investments upon receipt. This is the _____ of up to eight Extension Letters. Very truly yours, LOVE & HEALTH LIMITED By: Name: Title: cc: Mxxxxx Sxxxxxx EX Xxxxxx LLC Continental Stock Transfer & Co. LLC Deutsche Bank Securities Inc.Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account Irrevocable Instruction in Connection with Business Combination Ladies and Gentlemen: Pursuant to paragraphs 1(p) and 3(g) of the Investment Management Trust Agreement between Love & Health Limited (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as [ ], 2024 (“Trust Agreement”), this constitutes our irrevocable instruction to you to (i) in conjunction with the Business Combination (as defined in the Trust Agreement), disburse a per share amount of $ , for a total disbursement of $ which is not less than $10.05 (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) to (the “Shareholder”) for the ordinary shares of the Company delivered to you prior to or concurrently herewith for redemption in connection with the Business Combination, and (ii) promptly deliver to the Shareholder the amounts specified in clause (i), less a processing fee of $350 per transaction received. The Shareholder wire instructions are attached. A share advice or DWAC instruction from our broker is also attached. The Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless from and against any and all liabilities, including judgments, costs and reasonable counsel fees incurred by or asserted against you or any of them arising out of or in connection with the instructions set forth herein, the performance of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters in respect of which it is determined that you have acted with gross negligence, willful misconduct or bad faith. You shall have no liability to the Company in respect to any action taken or any failure to act in respect of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard on the advice of counsel. The Board of Directors of the Company has approved the foregoing irrevocable instructions and does hereby extend the Company’s irrevocable agreement to indemnify your firm for all loss, liability or expense in carrying out the authority and direction herein contained on the terms herein set forth. The Shareholder is intended to be and is a third party beneficiary of this letter and the irrevocable instructions set forth herein, and no amendment or modification to the instructions set forth herein may be made without the prior written consent of the Shareholder. By signing below, the person executing this letter certifies that they are duly authorized to execute this letter on behalf of the Company and to bind the Company to all of the terms and conditions contained herein. Very truly yours, LOVE & HEALTH LIMITED By: Name: Title: Acknowledged and Agreed: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee Title: Cc: [SHAREHOLDER]. Shareholder Wire Instructions Shareholder Tax Form (W-9/8) Callback telephone number to verify wire instructions, sent separately. Share advice or instruction Continental Stock Transfer & Trust Company 1 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Fxxxxxx Xxxx and Cxxxxxx Xxxxxxxx Re: Trust Account Irrevocable Instruction in Connection with Business Combination Dear Mx. Xxxx and Mx. Xxxxxxxx: Pursuant to paragraphs 1(q) and 3(h) of the Investment Management Trust Agreement between Love & Health Limited (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [ ], 2024 (“Trust Agreement”), this constitutes our irrevocable instruction to you to (i) in conjunction with the Business Combination (as defined in the Trust Agreement), disburse a per share amount of $_____________, for a total disbursement of $________________ which is not less than $10.05 (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) per share to (the “Shareholder”) for the __________________ ordinary shares of the Company delivered to you prior to or concurrently herewith for redemption in connection with the Business Combination, and (ii) deliver to the Shareholder the amounts specified in clause (i). Our wire instructions are attached. We understand that a servicing fee of $350 will deducted from our payment. A share advice or DWAC instruction from our broker and copy of a valid government-issued ID of the signer are attached. The Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless from and against any and all liabilities, including judgments, costs and reasonable counsel fees incurred by or asserted against you or any of them arising out of or in connection with the instructions set forth herein, the performance of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters in respect of which it is determined that you have acted with gross negligence, willful misconduct or in bad faith. You shall have no liability to the Company in respect to any action taken or any failure to act in respect of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard on the advice of counsel. The Board of Directors of the Company does hereby extend the Company’s irrevocable agreement to indemnify your firm for all loss, liability or expense in carrying out the authority and direction herein contained on the terms herein set forth. No amendment or modification to the instructions set forth herein may be made without the prior written consent of the Shareholder. By signing below, the person executing this letter certifies that they are duly authorized to execute this letter on behalf of the Shareholder and to bind the Shareholder to all of the terms and conditions contained herein. Very truly yours, [SHAREHOLDER (Include full address, email address and phone number for callback confirmation of wire instructions)] By: Name: Title: Acknowledged and Agreed: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee Name: Title:
Appears in 1 contract
Samples: Investment Management Trust Agreement (Love & Health LTD)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i1(i) of the Investment Management Trust Agreement between Jeneration Acquisition Corporation Sandbridge X2 Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]March 9, 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to did not effect a Business Combination business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s amended and restated memorandum and articles certificate of associationincorporation, 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 to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public ShareholdersStockholders. The Company has selected [·]2 _________, 20__]1 as the effective date for the purpose of determining when the Public Shareholders 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 Shareholders Stockholders in accordance with the terms of the Trust Agreement and the Company’s amended and restated memorandum and articles certificate of association of the Companyincorporation. 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(i1(i) of the Trust Agreement. Very truly yours, Jeneration Acquisition Corporation Sandbridge X2 Corp. By: Name: Title: cc: Mxxxxx Sxxxxxx & Co. LLC Citigroup Global Markets Inc. Deutsche Bank Securities Inc.
Appears in 1 contract
Samples: Investment Management Trust Agreement (Sandbridge X2 Corp)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i1(i) of the Investment Management Trust Agreement between Jeneration EQ Health Acquisition Corporation Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to did not effect a Business Combination business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s amended and restated memorandum and articles certificate of associationincorporation, 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 to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public ShareholdersStockholders. The Company has selected [·[ , 20 ]2 1 as the effective date for the purpose of determining when the Public Shareholders 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 Shareholders Stockholders in accordance with the terms of the Trust Agreement and the Company’s amended and restated memorandum and articles certificate of association of the Companyincorporation. 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(i1(i) of the Trust Agreement. Very truly yours, Jeneration EQ Health Acquisition Corporation Corp. By: Name: Title: cc: Mxxxxx Sxxxxxx & Co. BTIG, LLC Deutsche Bank Securities Inc.Jxxxxxxxx LLC
Appears in 1 contract
Samples: Investment Management Trust Agreement (EQ Health Acquisition Corp.)
Xxxx and Mx. Xxxxxxxx: Pursuant to Section 1(i1(i) of the Investment Management Trust Agreement between Jeneration Monocle Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2021 2018 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Business within the time frame specified in the Company’s amended Amended and restated memorandum and articles Restated Certificate of associationIncorporation, 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 on , 20 and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public ShareholdersStockholders. The Company has selected [·[ ]2 (1) as the effective record date for the purpose of determining when the Public Shareholders will be Stockholders 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 Shareholders Stockholders in accordance with the terms of the Trust Agreement and the amended Amended and restated memorandum and articles Restated Certificate of association Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i1(i) of the Trust Agreement. Very truly yours, Jeneration Monocle Acquisition Corporation By: Name: Title: cc: Mxxxxx Sxxxxxx & Co. LLC Deutsche Bank Securities Inc.:
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 Jeneration A SPAC II Acquisition Corporation Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·•], 2021 2022 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended Amended and restated memorandum Restated Memorandum and articles Articles of associationAssociation, as described in the Company’s Prospectus prospectus relating to the Offeringits IPO. 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 to transfer keep the total proceeds into a segregated account held by you on behalf of thereof in the Beneficiaries Trust Operating Account at J.X. Xxxxxx Chase Bank, N.A to await distribution to the Public Shareholders. The Company has selected [·]2 , 2023]1 as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record andrecord, and in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended Amended and restated memorandum Restated Memorandum and articles Articles of association Association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i1(i) of the Trust Agreement. Very truly yours, Jeneration Acquisition Corporation By: Name: Title: cc: Mxxxxx Sxxxxxx & Co. LLC Deutsche Bank Securities Inc..
Appears in 1 contract
Samples: Investment Management Trust Agreement (SPAC II Acquisition Corp.)