Common use of Xxxx and Xx Clause in Contracts

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II 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 entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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 Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Appears in 3 contracts

Samples: Investment Management Trust Agreement (Climate Real Impact Solutions II Acquisition Corp), Investment Management Trust Agreement (Climate Real Impact Solutions II Acquisition Corp), Investment Management Trust Agreement (Climate Real Impact Solutions II Acquisition Corp)

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Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II 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 entered into an agreement with [__________] (the “Target Business”) to consummate did not effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect thatPublic Stockholders. The Company has selected [_________, on 20__]1 as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterInc.

Appears in 3 contracts

Samples: Investment Management Trust Agreement (Climate Real Impact Solutions II Acquisition Corp), Investment Management Trust Agreement (Climate Real Impact Solutions II Acquisition Corp), Investment Management Trust Agreement (Climate Real Impact Solutions II Acquisition Corp)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Acquisition Corporation Xxxxxxxx Xxxx Alliance Holdings I, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate did not effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect thatPublic Stockholders. The Company has selected [_________, on 20__]1 as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation Xxxxxxxx Xxxx Alliance Holdings I, Inc. By: Name: Title: cc: Barclays Capital Inc. BofA X.X. Xxxxxx Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer LLC Xxxxxx Xxxxxxx & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterCo. LLC

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Hamilton Lane Alliance Holdings I, Inc.), Investment Management Trust Agreement (Hamilton Lane Alliance Holdings I, Inc.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Replay Acquisition Corporation Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 2019 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement been unable to effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated memorandum and articles of association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account on , 20 and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect thatPublic Shareholders. The Company has selected , on 20 , as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Replay Acquisition Corporation Corp. By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter:

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Replay Acquisition Corp.), Investment Management Trust Agreement (Replay Acquisition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions GS Acquisition Holdings Corp II Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[•], 2021 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Registration Statement relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in into the trust operating account at X.X. Xxxxxx Xxxxx Chase Bank, N.A. awaiting distribution, to await distribution to the Public Stockholders. The Company will not earn any interest or dividends. On has selected as the Consummation Date (i) counsel date for the Company shall deliver to you written notification that purpose of determining when the Business Combination has been consummated, or Public Stockholders will be consummated substantially concurrently with your transfer of funds entitled to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate receive their share of the Chief Executive Officerliquidation proceeds. You agree to be the Paying Agent of record and, which verifies that the Business Combination has been approved by a vote of in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to restated certificate of 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(j) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions GS Acquisition Holdings Corp II Acquisition Corporation By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Xxxxxxx Xxxxx & Co. LLC Citigroup Global Markets Inc. EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and & Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter– Tax Payment Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j) of the Investment Management Trust Agreement between GS Acquisition Holdings Corp II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2020 (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, GS Acquisition Holdings Corp II By: Name: Title: cc: Xxxxxxx Sachs & Co. LLC Citigroup Global Markets Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxx Re: Trust Account – Stockholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k) of the Investment Management Trust Agreement between GS Acquisition Holdings Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders on behalf of the Company $___________ of the principal and 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 funds as described above are needed to pay the 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 (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial Business Combination or to redeem 100% of the Company’s public shares of Common Stock if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the Company’s 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 to the redeeming Public Stockholders in accordance with your customary procedures. Very truly yours, GS Acquisition Holdings Corp II By: Name: Title: cc: Xxxxxxx Sachs & Co. LLC

Appears in 2 contracts

Samples: Investment Management Trust Agreement (GS Acquisition Holdings Corp II), Investment Management Trust Agreement (GS Acquisition Holdings Corp II)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Acquisition Corporation DPCM Capital, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate did not effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect thatPublic Stockholders. The Company has selected [_________, on 20__]1 as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation DPCM Capital, Inc. By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter:

Appears in 2 contracts

Samples: Investment Management Trust Agreement (DPCM Capital, Inc.), Investment Management Trust Agreement (DPCM Capital, Inc.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II LIV Capital Acquisition Corporation Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[·], 2021 2019 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement been unable to effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated memorandum and articles of association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Shareholders. The Company has selected [·] as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c‎1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II LIV Capital Acquisition Corporation Corp. By: Name: Title: cc: Barclays Capital Inc. BofA SecuritiesEarlyBirdCapital, Inc. EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterNo. Tax Payment Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section ‎1(j) of the Investment Management Trust Agreement between LIV Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2019 (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, LIV Capital Acquisition Corp. By: Name: Title: cc: EarlyBirdCapital, Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section ‎1(k) of the Investment Management Trust Agreement between LIV Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2019 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[·] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. 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 Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the provisions of the Company’s amended and restated memorandum and articles of association (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its public Ordinary Shares if the Company does not complete its initial Business Combination within the required time period or (ii) with respect to any other provision relating to shareholders’ 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, LIV Capital Acquisition Corp. By: Name: Title: cc: EarlyBirdCapital, Inc.

Appears in 2 contracts

Samples: Investment Management Trust Agreement (LIV Capital Acquisition Corp.), Investment Management Trust Agreement (LIV Capital Acquisition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Acquisition Corporation DPCM Capital, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters Underwriter (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders Public Stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives Underwriter from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation DPCM Capital, Inc. By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter:

Appears in 2 contracts

Samples: Investment Management Trust Agreement (DPCM Capital, Inc.), Investment Management Trust Agreement (DPCM Capital, Inc.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II KKR Acquisition Corporation Holdings I Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[●], 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate did not effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect thatPublic Stockholders. The Company has selected [ ____________________, on 20_]1 as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II KKR Acquisition Corporation Holdings I Corp. By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter:

Appears in 2 contracts

Samples: Investment Management Trust Agreement (KKR Acquisition Holdings I Corp.), Investment Management Trust Agreement (KKR Acquisition Holdings I Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II 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 entered into an agreement with [__________] (the “Target Business”) to consummate did not effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect thatPublic Stockholders. The Company has selected [_________, on 20__]1 as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Intelligent Medicine Acquisition Corporation Corp. By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer Cantor Xxxxxxxxxx & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterCo.

Appears in 2 contracts

Samples: Investment Management Trust Agreement (Intelligent Medicine Acquisition Corp.), Investment Management Trust Agreement (Intelligent Medicine Acquisition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Duddell Street 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 entered into an agreement been unable to effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated memorandum and articles of association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Shareholders. The Company has selected [·] as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Duddell Street Acquisition Corporation Corp. By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterTax Payment Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Duddell Street Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2020 (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, Duddell Street Acquisition Corp. By: Name: Title: cc: BofA Securities, Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Shareholder Redemption Withdrawal Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Duddell Street Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[·] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. 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 Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the provisions of the Company’s amended and restated memorandum and articles of association (i) that would affect the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its public Ordinary Shares if the Company does not complete its initial Business Combination within the required time period or (ii) with respect to any other provision relating to shareholders’ 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, Duddell Street Acquisition Corp. By: Name: Title: cc: BofA Securities, Inc.

Appears in 1 contract

Samples: Investment Management Trust Agreement (Duddell Street Acquisition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions Silver Spike Acquisition Corp II 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 entered into an agreement been unable to effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated memorandum and articles of association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Shareholders. The Company has selected [·] as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions Silver Spike Acquisition Corp II Acquisition Corporation By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Silver Spike Acquisition Corp II)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II 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 entered into an agreement with [__________] (the “Target Business”) to consummate did not effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect thatPublic Stockholders. The Company has selected [_________, on 20__]1 as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Pine Island Acquisition Corporation Corp. By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterCitigroup Global Markets Inc.

Appears in 1 contract

Samples: Investment Management Trust Agreement (Pine Island Acquisition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions GS Acquisition Holdings Corp II Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________June 29, 2021 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Registration Statement relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in into the trust operating account at X.X. Xxxxxx Xxxxx Chase Bank, N.A. awaiting distribution, to await distribution to the Public Stockholders. The Company will not earn any interest or dividends. On has selected _______________ as the Consummation Date (i) counsel effective date for the Company shall deliver to you written notification that purpose of determining when the Business Combination has been consummated, or Public Stockholders will be consummated substantially concurrently with your transfer of funds entitled to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate receive their share of the Chief Executive Officerliquidation proceeds. You agree to be the Paying Agent of record and, which verifies that the Business Combination has been approved by a vote of in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to restated certificate of 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(j) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions GS Acquisition Holdings Corp II Acquisition Corporation By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Xxxxxxx Xxxxx & Co. LLC Citigroup Global Markets Inc. EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and & Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter– Tax Payment Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j) of the Investment Management Trust Agreement between GS Acquisition Holdings Corp II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of June 29, 2020 (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, GS Acquisition Holdings Corp II By: Name: Title: cc: Xxxxxxx Sachs & Co. LLC Citigroup Global Markets Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxx Re: Trust Account – Stockholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k) of the Investment Management Trust Agreement between GS Acquisition Holdings Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of June 29, 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders on behalf of the Company $___________ of the principal and 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 funds as described above are needed to pay the 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 (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial Business Combination or to redeem 100% of the Company’s public shares of Common Stock if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the Company’s 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 to the redeeming Public Stockholders in accordance with your customary procedures. Very truly yours, GS Acquisition Holdings Corp II By: Name: Title: cc: Xxxxxxx Sachs & Co. LLC

Appears in 1 contract

Samples: Investment Management Trust Agreement (GS Acquisition Holdings Corp II)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Acquisition Corporation CO2 Energy Transition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 2023 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (with a Target Company within the “Consummation Date”)time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used but herein and not otherwise defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments and to transfer the total proceeds to a segregated the trust operating account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at XX Xxxxxx JPMorgan Chase Bank, N.A. to await distribution to the Public Stockholders. The Company has selected [____________, 20__] as the effective date for the purpose of determining when the Public Stockholders will be immediately available for transfer entitled to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf receive their share of the Underwriters (with respect to the Deferred Discount))liquidation proceeds. It is acknowledged and agreed that no interest will be earned by the Company on the liquidation proceeds while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bankaccount. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of distribute said funds directly to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Amended and be distributed after the Consummation Date to Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation CO2 ENERGY TRANSITION CORP. By: Name: X. Xxxx Xxxx Title: Chief Executive Officer cc: Barclays Capital Inc. BofA Securities, Inc. XX Xxxxxx EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx30th Floor New York, Xxx Xxxx 00000 N.Y. 10004 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterExtension Letter Dear Xx. Xxxx and Xx. Xxxxxxxx Pursuant to Section 1(j) of the Investment Management Trust Agreement between CO2 Energy Transition Corp. (“Company”) and Continental Stock Transfer & Trust Company, LLC, dated as of , 2023 (“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 _________ month, from _______ to _________ (the “Extension”). This Extension Letter shall serve as the notice required with respect to Extension prior to the Initial 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 $______________ if the underwriters’ over-allotment option was exercised in full, or in any case, $0.0333 per Unit)], which will be wired to you, into the Trust Account investments upon receipt. Very truly yours, CO2 ENERGY TRANSITION CORP. By: Name: X. Xxxx Xxxx Title: Chief Executive Officer cc: XX Xxxxxx EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 30th Floor New York, N.Y. 10004 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k) of the Investment Management Trust Agreement between CO2 Energy Transition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2023 (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 into a segregated account held by you on behalf of the Beneficiaries. 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 that would affect the substance or timing of the Company’s obligation to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation or with respect to any other provisions 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 into a segregated account held by you on behalf of the Beneficiaries. Very truly yours, CO2 ENERGY TRANSITION CORP. By: Name: Xxxxxxxx Xxxxxxx Title: Chief Executive Officer cc: XX Xxxxxx EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 30th Floor New York, N.Y. 10004 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account Withdrawal Instructions Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 2(a) of the Investment Management Trust Agreement between CO2 Energy Transition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2022 (“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. The Company needs such funds to pay for its tax obligations. 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, CO2 ENERGY TRANSITION CORP. By: Name: X. Xxxx Xxxx Title: Chief Executive Officer cc: XX Xxxxxx

Appears in 1 contract

Samples: Investment Management Trust Agreement (CO2 Energy Transition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Acquisition Corporation CO2 Energy Transition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 2023 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (with a Target Company within the “Consummation Date”)time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used but herein and not otherwise defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments and to transfer the total proceeds to a segregated the trust operating account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at XX Xxxxxx JPMorgan Chase Bank, N.A. to await distribution to the Public Stockholders. The Company has selected [____________, 20__] as the effective date for the purpose of determining when the Public Stockholders will be immediately available for transfer entitled to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf receive their share of the Underwriters (with respect to the Deferred Discount))liquidation proceeds. It is acknowledged and agreed that no interest will be earned by the Company on the liquidation proceeds while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bankaccount. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of distribute said funds directly to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Amended and be distributed after the Consummation Date to Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation CO2 ENERGY TRANSITION CORP. By: Name: Xxxxx Xxxxxxx Title: Chief Executive Officer cc: Barclays Kingswood, division of Kingswood Capital Inc. BofA Securities, Inc. Partners LLC EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx30th Floor New York, Xxx Xxxx 00000 N.Y. 10004 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterExtension Letter Dear Xx. Xxxx and Xx. Xxxxxxxx Pursuant to Section 1(j) of the Investment Management Trust Agreement between CO2 Energy Transition Corp. (“Company”) and Continental Stock Transfer & Trust Company, LLC, dated as of , 2023 (“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 _________ month, from _______ to _________ (the “Extension”). This Extension Letter shall serve as the notice required with respect to Extension prior to the Initial 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 $______________ if the underwriters’ over-allotment option was exercised in full, or in any case, $0.0333 per Unit)], which will be wired to you, into the Trust Account investments upon receipt. Very truly yours, CO2 ENERGY TRANSITION CORP. By: Name: Xxxxx Xxxxxxx Title: Chief Executive Officer cc: Kingswood, division of Kingswood Capital Partners LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 30th Floor New York, N.Y. 10004 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k) of the Investment Management Trust Agreement between CO2 Energy Transition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2023 (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 into a segregated account held by you on behalf of the Beneficiaries. 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 that would affect the substance or timing of the Company’s obligation to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation or with respect to any other provisions 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 into a segregated account held by you on behalf of the Beneficiaries. Very truly yours, CO2 ENERGY TRANSITION CORP. By: Name: Xxxxx Xxxxxxx Title: Chief Executive Officer cc: Kingswood, division of Kingswood Capital Partners LLC EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 30th Floor New York, N.Y. 10004 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account Withdrawal Instructions Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 2(a) of the Investment Management Trust Agreement between CO2 Energy Transition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2022 (“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. The Company needs such funds to pay for its tax obligations. 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, CO2 ENERGY TRANSITION CORP. By: Name: Xxxxx Xxxxxxx Title: Chief Executive Officer cc: Kingswood, division of Kingswood Capital Partners LLC

Appears in 1 contract

Samples: Investment Management Trust Agreement (CO2 Energy Transition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Spindletop 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 entered into an agreement with [__________] (the “Target Business”) to consummate did not effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect thatPublic Stockholders. The Company has selected [ , on 20 ]1 as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Spindletop Health Acquisition Corporation Corp. By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Spindletop Health Acquisition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions Northern Star Investment Corp. II Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”)Company, dated as of _________, 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (within the “Consummation Date”)time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used but herein and not otherwise defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the total proceeds to a segregated account held by you on behalf of the Beneficiaries Trust to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at XX X.X. Xxxxxx Chase Bank, N.A. to await distribution to the Public Stockholders. The Company has selected [ , 20 ] as the effective date for the purpose of determining when the Public Stockholders will be immediately available for transfer entitled to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf receive their share of the Underwriters (with respect to the Deferred Discount))liquidation proceeds. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. Trust Operating Account awaiting distribution, the Company will not earn any interest or dividends. On You agree to be the Consummation Date (i) counsel for the Company shall deliver Paying Agent of record and in your separate capacity as Paying Agent, to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of distribute said funds directly to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Amended and be distributed after the Consummation Date to Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Climate Real Impact Solutions NORTHERN STAR INVESTMENT CORP. II Acquisition Corporation By: Name: Xxxxxx Xxxxx Title: Chief Executive Officer cc: Barclays Capital Inc. BofA Securities, Citigroup Global Markets Inc. EXHIBIT B D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterAmendment Notification Letter Dear Xx. Xxxx and Xx. Xxxxxxxx: Reference is made to the Investment Management Trust Agreement between Northern Star Investment Corp. II (“Company”) and Continental Stock Transfer & Trust Company, dated as of , 2021 (“Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. Pursuant to Section 1(j) of the Trust Agreement, this is to advise you that the Company has sought and will adopt an Amendment. Accordingly, in accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $ of the total proceeds of the Trust to the Trust Account at X.X. Xxxxxx Xxxxx Bank, N.A. to await distribution to the Public Stockholders that have properly requested redemption of their shares of Common Stock in connection with such Amendment. The remaining funds shall be reinvested by you as previously instructed. Very truly yours, NORTHERN STAR INVESTMENT CORP. II By: Name: Xxxxxx Xxxxx Title: Chief Executive Officer cc: Citigroup Global Markets Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account Withdrawal Instruction Letter Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 2(a) of the Investment Management Trust Agreement between Northern Star Investment Corp. II (“Company”) and Continental Stock Transfer & Trust Company, dated as of , 2021 (“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. The Company needs such funds [to pay for its income or other tax obligations/ for working capital]. 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, NORTHERN STAR INVESTMENT CORP. II By: Name: Xxxxxx Xxxxx Title: Chief Executive Officer

Appears in 1 contract

Samples: Investment Management Trust Agreement (Northern Star Investment Corp. II)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Keen Vision Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[ ], 2021 2023 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (within the “Consummation Date”)time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s prospectus relating to its 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 commence to liquidate all of the assets of in the Trust Account and transfer to keep the total proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held thereof in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distributionto await distribution to the Public Shareholders. The Company has selected [ , 2023] as the Company will not earn any interest or dividends. On the Consummation Date (i) counsel effective date for the Company shall deliver to you written notification that purpose of determining when the Business Combination has been consummated, or Public Shareholders will be consummated substantially concurrently with entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record, and in your transfer of separate capacity as Paying Agent, agree to distribute said funds directly to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Amended and be distributed after the Consummation Date to 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation KEEN VISION ACQUISITION CORPORATION By: Name: Title: ccBy: Barclays Capital Inc. BofA SecuritiesName: Title: Secretary/Assistant Secretary Acknowledged and Agreed: XX Xxxxxx, Inc. division of Benchmark Investments, LLC By: Name: Title: EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx30th Floor New York, Xxx Xxxx 00000 NY 10004 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter[Tax][Working Capital] Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Keen Vision Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2023 (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, Keen Vision Acquisition Corporation By: Name: Title:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Keen Vision Acquisition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II OCA 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 entered into an agreement with [__________] (the “Target Business”) to consummate did not effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect thatPublic Stockholders. The Company has selected [_________, on 20__]1 as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II OCA Acquisition Corporation Corp. By: Name: Title: cc: Barclays Capital Inc. BofA SecuritiesXxxxxx, Xxxxxxxx & Company, Incorporated Nomura Securities International, Inc. 1 18 months from the closing of the Offering or at a later date upon Extensions, if any, effectuated pursuant to Trust Agreement. EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterWithdrawal Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j) of the Investment Management Trust Agreement between OCA 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, OCA Acquisition Corp. By: Name: Title: cc: Xxxxxx, Xxxxxxxx & Company, Incorporated Nomura Securities International, Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k) of the Investment Management Trust Agreement between OCA 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 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, OCA Acquisition Corp. By: Name: Title: cc: Xxxxxx, Xxxxxxxx & Company, Incorporated Nomura Securities International, Inc. EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn. Re: Trust Account No. [ ] Extension Letter Gentlemen: Pursuant to Section 1(m) of the Investment Management Trust Agreement between OCA Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company, dated as of [ ], 2021 (“Trust Agreement”), this is to advise you that the Company is extending the time available to consummate a Business Combination for an additional six (6) months, from _______ to _________ (the “Extension”). This Extension Letter shall serve as the notice required with respect to the 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 $650,000 [(or $747,500 if the underwriters’ over-allotment option was exercised in full)], which will be wired to you, into the Trust Account investments upon receipt. CF Finance Acquisition Corp. III By: Name: Title: cc: Xxxxxx, Xxxxxxxx & Company, Incorporated Nomura Securities International, Inc.

Appears in 1 contract

Samples: Investment Management Trust Agreement (OCA Acquisition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Capstar Special Purpose 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 entered into an agreement with [__________] (the “Target Business”) to consummate did not effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect thatPublic Stockholders. The Company has selected [_________, on 20__]1 as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Capstar Special Purpose Acquisition Corporation Corp. By: Name: Title: cc: Barclays Capital Citigroup Global Markets Inc. BofA SecuritiesUBS Securities LLC BTIG, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterLLC

Appears in 1 contract

Samples: Investment Management Trust Agreement (Capstar Special Purpose Acquisition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions Silver Spike Acquisition Corp II 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 entered into an agreement been unable to effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated memorandum and articles of association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Shareholders. The Company has selected [·] as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c‎1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions Silver Spike Acquisition Corp II Acquisition Corporation By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Silver Spike Acquisition Corp II)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Silver Spike Acquisition Corporation Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[·], 2021 2019 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement been unable to effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated memorandum and articles of association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Shareholders. The Company has selected [·] as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Silver Spike Acquisition Corporation Corp. By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. Credit Suisse Securities (USA) LLC EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterNo. Tax Payment Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Silver Spike Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2019 (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, Silver Spike Acquisition Corp. By: Name: Title: cc: Credit Suisse Securities (USA) LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Silver Spike Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2019 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[·] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. 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 Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the provisions of the Company’s amended and restated memorandum and articles of association (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its public Ordinary Shares if the Company does not complete its initial Business Combination within the required time period or (ii) with respect to any other provision relating to shareholders’ 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, Silver Spike Acquisition Corp. By: Name: Title: cc: Credit Suisse Securities (USA) LLC

Appears in 1 contract

Samples: Investment Management Trust Agreement (Silver Spike Acquisition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Fortress Value Acquisition Corporation Corp. IV (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[●], 2021 (the Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in into the trust operating account at X.X. Xxxxxx Xxxxx Chase Bank, N.A. awaiting distribution, to await distribution to the Public Stockholders. The Company will not earn any interest or dividends. On has selected [ ] as the Consummation Date (i) counsel effective date for the Company shall deliver to you written notification that purpose of determining when the Business Combination has been consummated, or Public Stockholders will be consummated substantially concurrently with your transfer of funds entitled to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate receive their share of the Chief Executive Officerliquidation proceeds. You agree to be the Paying Agent of record and, which verifies that the Business Combination has been approved by a vote of in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(j) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Fortress Value Acquisition Corporation Corp. IV By: Name: Title: cc: Barclays Capital Deutsche Bank Securities Inc. BofA Securities, Inc. PJT Partners LP EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: [Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx] Re: Trust Account Tax Payment Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Fortress Value Acquisition Corp. IV (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, Fortress Value Acquisition Corp. IV By: Name: Title: cc: Deutsche Bank Securities Inc. BofA Securities, Inc. PJT Partners LP EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterStockholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Fortress Value Acquisition Corp. IV (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. 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 (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation or (B) 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 to the redeeming Public Stockholders in accordance with your customary procedures. Very truly yours, Fortress Value Acquisition Corp. IV By: Name: Title: cc: Deutsche Bank Securities Inc. BofA Securities, Inc. PJT Partners LP

Appears in 1 contract

Samples: Investment Management Trust Agreement (Fortress Value Acquisition Corp. IV)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Capstar Special Purpose 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 entered into an agreement with [__________] (the “Target Business”) to consummate did not effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect thatPublic Stockholders. The Company has selected [ , on 20 ]1 as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Capstar Special Purpose Acquisition Corporation Corp. By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Capstar Special Purpose Acquisition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions Seaport Global Acquisition II Acquisition Corporation Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________November 17, 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate did not effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect thatPublic Stockholders. The Company has selected [_________, on 20__]1 as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions Seaport Global Acquisition II Acquisition Corporation Corp. By: Name: Xxxxxxx Xxxxx Title: Chief Executive Officer cc: Barclays Capital Inc. BofA X. Xxxxx Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterInc.

Appears in 1 contract

Samples: Investment Management Trust Agreement (Seaport Global Acquisition II Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II OCA Acquisition Corporation Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________January 14, 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate did not effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect thatPublic Stockholders. The Company has selected [_________, on 20__]1 as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II OCA Acquisition Corporation Corp. By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx XxxxXxxxxxxx & Company, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterIncorporated Nomura Securities International, Inc.

Appears in 1 contract

Samples: Investment Management Trust Agreement (OCA Acquisition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Acquisition Corporation ClimateRock (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________April 27, 2021 2022 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement been unable to effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated memorandum and articles of association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Shareholders. The Company has selected [●] as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c‎1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation ClimateRock By: Name: Per Regnarsson Title: Chief Executive Officer and Director cc: Barclays Capital Inc. BofA Securities, Inc. Maxim Group LLC EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter– Tax Payment Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section ‎1(j) of the Investment Management Trust Agreement between ClimateRock (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of April 27, 2022 (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, ClimateRock By: Name: Per Regnarsson Title: Chief Executive Officer cc: Maxim Group LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account – Shareholder Redemption Withdrawal Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section ‎1(k) of the Investment Management Trust Agreement between ClimateRock (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of April 27, 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[●] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. 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 Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the provisions of the Company’s amended and restated memorandum and articles of association (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its public Ordinary Shares if the Company does not complete its initial Business Combination within the required time period or (ii) with respect to any other provision relating to shareholders’ 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, ClimateRock By: Name: Per Regnarsson Title: Chief Executive Officer and Director cc: Maxim Group LLC EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account – Extension Letter Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(m) of the Investment Management Trust Agreement between ClimateRock (“Company”) and Continental Stock Transfer & Trust Company, dated as of April 27, 2022 (“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 $_____, which will be wired to you, into the Trust Account upon receipt. These funds should be invested in the same manner as the funds currently on deposit in the Trust Account. This is the [first][second] of up to two Extension Letters that the Company is permitted to deliver to you pursuant to the Trust Agreement. Very truly yours, ClimateRock By: Name: Per Regnarsson Title: Chief Executive Officer And AGREED TO AND ACKNOWLEDGED BY Maxim Group LLC By:

Appears in 1 contract

Samples: Investment Management Trust Agreement (ClimateRock)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Acquisition Corporation ClimateRock (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 entered into an agreement been unable to effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated memorandum and articles of association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Shareholders. The Company has selected [●] as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c‎1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation ClimateRock By: Name: Per Regnarsson Title: Chief Executive Officer and Director cc: Barclays Capital Inc. BofA Securities, Inc. Maxim Group LLC EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterTax Payment Instruction

Appears in 1 contract

Samples: Investment Management Trust Agreement (ClimateRock)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Broadscale 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 entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s second amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and transfer keep the total proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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 thereof in the Trust Account immediately upon your receipt 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 Notification and liquidation proceeds. You agree to be the Instruction LetterPaying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s second amended and be distributed after the Consummation Date to the Companyrestated 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Broadscale Acquisition Corporation Corp. By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Broadscale Acquisition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions LIV Capital Acquisition Corp. II Acquisition Corporation (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 entered into an agreement been unable to effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated memorandum and articles of association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Shareholders. The Company has selected [·] as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c‎1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions LIV Capital Acquisition Corp. II Acquisition Corporation By: Name: Title: cc: Barclays Capital Inc. BofA SecuritiesEarlyBirdCapital, Inc. EXHIBIT B C [Letterhead of Company] [Insert date] ●], 2022 Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterNo. Tax Payment Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section ‎1(j) of the Investment Management Trust Agreement between LIV Capital Acquisition Corp. II (the “ Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2022 (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, LIV Capital Acquisition Corp. II By: Name: Title: cc: EarlyBirdCapital, Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section ‎1(k) of the Investment Management Trust Agreement between LIV Capital Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[·] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. 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 Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the provisions of the Company’s amended and restated memorandum and articles of association (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its public Ordinary Shares if the Company does not complete its initial Business Combination within the required time period or (ii) with respect to any other provision relating to shareholders’ 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, LIV Capital Acquisition Corp. II By: Name: Title: cc: EarlyBirdCapital, Inc.

Appears in 1 contract

Samples: Investment Management Trust Agreement (LIV Capital Acquisition Corp. II)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II First Light Acquisition Corporation Group, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[●], 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in into the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, to await distribution to the Public Stockholders. The Company will not earn any interest or dividends. On has selected [ ]1 as the Consummation Date (i) counsel effective date for the Company shall deliver to you written notification that purpose of determining when the Business Combination has been consummated, or Public Stockholders will be consummated substantially concurrently with your transfer of funds entitled to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate receive their share of the Chief Executive Officerliquidation proceeds. You agree to be the Paying Agent of record and, which verifies that the Business Combination has been approved by a vote of in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(j) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II First Light Acquisition Corporation By: Name: Title: cc: Barclays Capital Inc. BofA SecuritiesGroup, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterInc.

Appears in 1 contract

Samples: Investment Management Trust Agreement (First Light Acquisition Group, Inc.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions LIV Capital Acquisition Corp. II Acquisition Corporation (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 entered into an agreement been unable to effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated memorandum and articles of association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Shareholders. The Company has selected [·] as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c‎1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions LIV Capital Acquisition Corp. II Acquisition Corporation By: Name: Title: cc: Barclays Capital Inc. BofA SecuritiesEarlyBirdCapital, Inc. EXHIBIT B C [Letterhead of Company] [Insert date] ●], 2022 Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterNo. Tax Payment Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section ‎1(j) of the Investment Management Trust Agreement between LIV Capital Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2022 (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, LIV Capital Acquisition Corp. II By: Name: Title: cc: EarlyBirdCapital, Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section ‎1(k) of the Investment Management Trust Agreement between LIV Capital Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[·] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. 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 Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the provisions of the Company’s amended and restated memorandum and articles of association (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its public Ordinary Shares if the Company does not complete its initial Business Combination within the required time period or (ii) with respect to any other provision relating to shareholders’ 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, LIV Capital Acquisition Corp. II By: Name: Title: cc: EarlyBirdCapital, Inc.

Appears in 1 contract

Samples: Investment Management Trust Agreement (LIV Capital Acquisition Corp. II)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Moringa Acquisition Corporation Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[●], February 19, 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement been unable to effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated memorandum and articles of association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect thatPublic Shareholders. The Company has selected [●][______, on 20___]1 as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c‎1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Moringa Acquisition Corporation Corp By: Name: Title: cc: Barclays Capital Inc. BofA SecuritiesEarlyBirdCapital, Inc. EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx30th Floor New York, Xxx Xxxx 00000 New York 10004 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterTax Payment Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section ‎1(j) of the Investment Management Trust Agreement between Moringa 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, Moringa Acquisition Corp By: Name: Title: cc: EarlyBirdCapital, Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx Xxxxx Xxxxxx, 30th Floor New York, New York 10004 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Shareholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section ‎1(k) of the Investment Management Trust Agreement between Moringa 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 Shareholders of the Company $[●] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. 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 Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the provisions of the Company’s amended and restated memorandum and articles of association (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its public Ordinary Shares if the Company does not complete its initial Business Combination within the required time period or (ii) with respect to any other provision relating to shareholders’ 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, Moringa Acquisition Corp By: Name: Title: cc: EarlyBirdCapital, Inc.

Appears in 1 contract

Samples: Investment Management Trust Agreement (Moringa Acquisition Corp)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Cascade 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 entered into an agreement with [__________] (the “Target Business”) to consummate did not effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s Charter, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect thatPublic Stockholders. The Company has selected [_________, on 20__]1 as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement 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 Charter. 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Cascade Acquisition Corporation Corp. By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Cascade Acquisition Corp)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions LIV Capital Acquisition Corp. II 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 entered into an agreement been unable to effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated memorandum and articles of association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Shareholders. The Company has selected [·] as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c‎1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions LIV Capital Acquisition Corp. II Acquisition Corporation By: Name: Title: cc: Barclays Capital Inc. BofA SecuritiesEarlyBirdCapital, Inc. EXHIBIT B C [Letterhead of Company] [Insert date] ·], 2021 Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterNo. Tax Payment Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section ‎1(j) of the Investment Management Trust Agreement between LIV Capital Acquisition Corp. II (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, LIV Capital Acquisition Corp. II By: Name: Title: cc: EarlyBirdCapital, Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section ‎1(k) of the Investment Management Trust Agreement between LIV Capital Acquisition Corp. II (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 Shareholders of the Company $[·] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. 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 Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the provisions of the Company’s amended and restated memorandum and articles of association (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its public Ordinary Shares if the Company does not complete its initial Business Combination within the required time period or (ii) with respect to any other provision relating to shareholders’ 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, LIV Capital Acquisition Corp. II By: Name: Title: cc: EarlyBirdCapital, Inc.

Appears in 1 contract

Samples: Investment Management Trust Agreement (LIV Capital Acquisition Corp. II)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________January 26, 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate did not effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect thatPublic Stockholders. The Company has selected [_________, on 20__]1 as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterInc.

Appears in 1 contract

Samples: Investment Management Trust Agreement (Climate Real Impact Solutions II Acquisition Corp)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Keen Vision Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [_________], 2021 2023 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (within the “Consummation Date”)time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s prospectus relating to its 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 commence to liquidate all of the assets of in the Trust Account and transfer to keep the total proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held thereof in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distributionto await distribution to the Public Shareholders. The Company has selected [ ____ , 2023][1] as the Company will not earn any interest or dividends. On the Consummation Date (i) counsel effective date for the Company shall deliver to you written notification that purpose of determining when the Business Combination has been consummated, or Public Shareholders will be consummated substantially concurrently with entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record, and in your transfer of separate capacity as Paying Agent, agree to distribute said funds directly to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Amended and be distributed after the Consummation Date to 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation KEEN VISION ACQUISITION CORPORATION By: Name: Title: cc[1]12 months from the closing of the IPO By: Barclays Capital Inc. BofA SecuritiesName: Title: Secretary/Assistant Secretary Acknowledged and Agreed: XX Xxxxxx, Inc. division of Benchmark Investments, LLC By: Name: Title: EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx. 30th Floor New York, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 NY 10004 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter[Tax][Working Capital] Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Keen Vision Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2023 (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, Keen Vision Acquisition Corporation By: Name: Title: cc: XX Xxxxxx, division of Benchmark Investments, LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx. 30th Floor New York, NY 10004 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Shareholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Keen Vision Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2023 (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 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 Amended and Restated Memorandum and Articles of Association or to affect provisions of the Company’s 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, Keen Vision Acquisition Corporation By: Name: Title: cc: XX Xxxxxx, division of Benchmark Investments, LLC EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx. 30th Floor New York, NY 10004 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Extension Letter Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(l) of the Investment Management Trust Agreement between Keen Vision Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company dated as of [ ], 2023 (“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)/six (6) 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 $1,300,000 (or $1,495,000 if the underwriters’ over-allotment option was exercised in full), which will be wired to you, into the Trust Account investments upon receipt.] [Pursuant to our amended and restated memorandum and articles of association, we have entered into a letter of intent, agreement in principle or definitive agreement for a business combination within 9 months from the closing of our IPO, as evidenced by the press release attached hereto that the Company released on _________, 20___.] Very truly yours, Keen Vision Acquisition Corporation By: Name: Title:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Keen Vision Acquisition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Acquisition Corporation Fintech Ecosystem Development Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement been unable to effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account , and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Stockholders. The Company has selected _________ as the Consummation Date, all record 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to restated certificate of 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation Fintech Ecosystem Development Corp. By: Name: Title: cc: Barclays Capital Inc. BofA SecuritiesXX Xxxxxx, Inc. division of Benchmark Investments LLC EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterTax Payment Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Fintech Ecosystem Development 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, Fintech Ecosystem Development Corp. By: Name: Title: cc: XX Xxxxxx, division of Benchmark Investments LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account Stockholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Fintech Ecosystem Development Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of July ___, 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 into a segregated account held by you on behalf of the Beneficiaries. 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 that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation or with respect to any other provisions 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 into a segregated account held by you on behalf of the Beneficiaries. Very truly yours, Fintech Ecosystem Development Corp. By: Name: Title:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Fintech Ecosystem Development Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Acquisition Corporation KINS Technology Group Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[l], 2021 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Registration Statement relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in into the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, to await distribution to the Public Stockholders. The Company will not earn any interest or dividends. On has selected _______________ as the Consummation Date (i) counsel effective date for the Company shall deliver to you written notification that purpose of determining when the Business Combination has been consummated, or Public Stockholders will be consummated substantially concurrently with your transfer of funds entitled to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate receive their share of the Chief Executive Officerliquidation proceeds. You agree to be the Paying Agent of record and, which verifies that the Business Combination has been approved by a vote of in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to restated certificate of 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(j) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation KINS Technology Group Inc. By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter:

Appears in 1 contract

Samples: Investment Management Trust Agreement (KINS Technology Group, Inc.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Cactus Acquisition Corporation Corp. 1 Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________November 2, 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement been unable to effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated memorandum and articles of association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Shareholders. The Company has selected [·] as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c‎1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Cactus Acquisition Corporation Corp. 1 Limited By: Name: Title: cc: Barclays Capital Inc. BofA SecuritiesMoelis & Company LLC, Xxxxxxxxxxx & Co. Inc. EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterTax Payment Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section ‎1(j) of the Investment Management Trust Agreement between Cactus Acquisition Corp. 1 Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 2, 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, Cactus Acquisition Corp. 1 Limited By: Name: Title: cc: Moelis & Company LLC, Xxxxxxxxxxx & Co. Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account Shareholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section ‎1(k) of the Investment Management Trust Agreement between Cactus Acquisition Corp. 1 Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 2, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[·] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. 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 Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the provisions of the Company’s amended and restated memorandum and articles of association (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its public Ordinary Shares if the Company does not complete its initial Business Combination within the required time period or (ii) with respect to any other provision relating to shareholders’ 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, Cactus Acquisition Corp. 1 Limited By: Name: Title: cc: Moelis & Company LLC, Xxxxxxxxxxx & Co. Inc.

Appears in 1 contract

Samples: Investment Management Trust Agreement (Cactus Acquisition Corp. 1 LTD)

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Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Generation Asia I Acquisition Corporation Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[•], 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the Target Business a target business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s Amended and Restated Memorandum and Articles of Association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in into the trust operating account at X.X. Xxxxxx Xxxxx Chase Bank, N.A. awaiting distribution, to await distribution to the Public Shareholders. The Company will not earn any interest or dividends. On has selected [ ] as the Consummation Date (i) counsel effective date for the Company shall deliver to you written notification that purpose of determining when the Business Combination has been consummated, or Public Shareholders will be consummated substantially concurrently with your transfer entitled to receive their share of funds to the accounts as directed liquidation proceeds. It is acknowledged that no interest will be earned by the Company (on the “Notification”) and (ii) liquidation proceeds while on deposit in the Company shall deliver trust operating account. You agree to you (a) a certificate be the Paying Agent of the Chief Executive Officerrecord and, which verifies that the Business Combination has been approved by a vote of in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s 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, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Amended and be distributed after the Consummation Date to 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(j) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Generation Asia I Acquisition Corporation Limited By: Name: Title: cc: Barclays Capital Inc. BofA SecuritiesNomura Securities International, Inc. EXHIBIT B C [Letterhead of Company] [Insert dateDate] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and & Xxxxxxx Xxxxxxxx Email: xxxxx@xxxxxxxxxxxxxxxx.xxx xxxxxxxxx@xxxxxxxxxxxxxxxx.xxx Re: Trust Account - Termination LetterTax Payment Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Generation Asia I Acquisition Limited (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, Generation Asia I Acquisition Limited By: Name: Title: cc: Nomura Securities International, Inc. EXHIBIT D [Letterhead of Company] [Insert Date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxx Email: xxxxx@xxxxxxxxxxxxxxxx.xxx xxxxxxxxx@xxxxxxxxxxxxxxxx.xxx Re: Trust Account Shareholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Generation Asia I Acquisition Limited (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 Shareholders of the $[ ] of the principal and 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. Pursuant to Section 2(h) of the Trust Agreement, this is to advise you that the Company has sought, and had approved, an Amendment. Accordingly, in accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $[ ] of the proceeds of the Trust Account to the trust operating account at X.X. Xxxxxx Chase Bank, N.A. for distribution to the shareholders that have requested redemption of their shares in connection with such Amendment. Very truly yours, Generation Asia I Acquisition Limited By: Name: Title: cc: Nomura Securities International, Inc. EXHIBIT E [Letterhead of Company] [Insert Date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxx Email: xxxxx@xxxxxxxxxxxxxxxx.xxx xxxxxxxxx@xxxxxxxxxxxxxxxx.xxx Re: Trust Account – Extension Letter Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(m) of the Investment Management Trust Agreement between Generation Asia I Acquisition Limited (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 is extending the time available in order to consummate its initial Business Combination with a target business for one (1) additional month, from [ ] to [ ] (the “Extension”). This Extension Letter shall serve as the notice required with respect to the Extension prior to an 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 $[ ], which will be wired to you, into the Trust Account upon receipt. These funds should be invested in [ ] or [the same manner as the funds currently on deposit in the Trust Account]. This is the [ ] of up to [six/three] Extension Letters that the Company is permitted to deliver to you pursuant to the Trust Agreement. Very truly yours, Generation Asia I Acquisition Limited By: Name: Title: cc: Nomura Securities International, Inc. EXHIBIT F [Letterhead of Company] [Insert Date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxx Email: xxxxx@xxxxxxxxxxxxxxxx.xxx xxxxxxxxx@xxxxxxxxxxxxxxxx.xxx Re: Trust Account – Business Combination Signing Extension Letter Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(n) of the Investment Management Trust Agreement between Generation Asia I Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [ ] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) and is extending the time available to it in order to consummate the Business Combination for three additional months to 21 months in the aggregate from the closing of the Offering (including the 18 months in the Initial Period) without depositing any fund into the Trust Account (the “Business Combination Signing Extension”). This Business Combination Signing Extension Letter shall serve as the notice required with respect to the Business Combination Signing Extension prior to an Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. Very truly yours, Generation Asia I Acquisition Limited By: Name: Title:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Generation Asia I Acquisition LTD)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Acquisition Corporation Dynamics Special Purpose Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________May [•], 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and transfer keep the total proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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 thereof in the Trust Account immediately upon your receipt to await distribution to the Covered Stockholders. The Company has selected [_________, 20__]1 as the effective date for the purpose of determining when the Covered Stockholders will be entitled to receive their share of the Notification and liquidation proceeds. You agree to be the Instruction LetterPaying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Covered Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s [amended and be distributed after the Consummation Date to the Companyrestated] 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation Dynamics Special Purpose Corp. By: Name: Title: cc: Barclays Capital Inc. BofA SecuritiesX.X. Xxxxxx Securities LLC 1 24 months from the closing of the Offering or at a later date, Inc. if extended. EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterAccount—Withdrawal Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Dynamics Special Purpose Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of May [•], 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, Dynamics Special Purpose Corp. By: Name: Title: cc: X.X. Xxxxxx Securities LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account—Stockholder Redemption Withdrawal Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Dynamics Special Purpose Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of May [•], 2021 (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 the Public Stockholders who have properly elected to have their 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 Stockholders who have properly elected to have their Public Shares 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 modify the substance or timing of the ability of Public Stockholders 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 [amended and restated] certificate of incorporation or to affect provisions of the Company’s [amended and restated] certificate of incorporation relating to the Company’s pre-initial Business Combination activity or related stockholder 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 Stockholders. Very truly yours, Dynamics Special Purpose Corp. By: Name: Title:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Dynamics Special Purpose Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Silver Spike Acquisition Corporation Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[·], 2021 2019 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement been unable to effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated memorandum and articles of association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Shareholders. The Company has selected [·] as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c‎1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Silver Spike Acquisition Corporation Corp. By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. Credit Suisse Securities (USA) LLC EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterNo. Tax Payment Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section ‎1(j) of the Investment Management Trust Agreement between Silver Spike Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2019 (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, Silver Spike Acquisition Corp. By: Name: Title: cc: Credit Suisse Securities (USA) LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account No. Shareholder Redemption Withdrawal Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section ‎1(k) of the Investment Management Trust Agreement between Silver Spike Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2019 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[·] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. 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 Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the provisions of the Company’s amended and restated memorandum and articles of association (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its public Ordinary Shares if the Company does not complete its initial Business Combination within the required time period or (ii) with respect to any other provision relating to shareholders’ 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, Silver Spike Acquisition Corp. By: Name: Title: cc: Credit Suisse Securities (USA) LLC

Appears in 1 contract

Samples: Investment Management Trust Agreement (Silver Spike Acquisition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Fortress Value Acquisition Corporation Corp. III (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________January 4, 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in into the trust operating account at X.X. Xxxxxx Xxxxx Chase Bank, N.A. awaiting distribution, to await distribution to the Public Stockholders. The Company will not earn any interest or dividends. On has selected [ ] as the Consummation Date (i) counsel effective date for the Company shall deliver to you written notification that purpose of determining when the Business Combination has been consummated, or Public Stockholders will be consummated substantially concurrently with your transfer of funds entitled to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate receive their share of the Chief Executive Officerliquidation proceeds. You agree to be the Paying Agent of record and, which verifies that the Business Combination has been approved by a vote of in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(j) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Fortress Value Acquisition Corporation Corp. III By: Name: Title: cc: Barclays Capital Deutsche Bank Securities Inc. BofA Securities, Inc. EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: [Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx] Re: Trust Account Tax Payment Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Fortress Value Acquisition Corp. III (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of January 4, 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, Fortress Value Acquisition Corp. III By: Name: Title: cc: Deutsche Bank Securities Inc. BofA Securities, Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterStockholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Fortress Value Acquisition Corp. III (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of January 4, 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. 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 (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation or (B) 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 to the redeeming Public Stockholders in accordance with your customary procedures. Very truly yours, Fortress Value Acquisition Corp. III By: Name: Title: cc: Deutsche Bank Securities Inc. BofA Securities, Inc.

Appears in 1 contract

Samples: Investment Management Trust Agreement (Fortress Value Acquisition Corp. III)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Itiquira 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 entered into an agreement with [__________] (the “Target Business”) to consummate did not effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated memorandum and articles of association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect thatPublic Shareholders. The Company has selected [_________, on 20__]1 as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated memorandum and articles of association. 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Itiquira Acquisition Corporation Corp. By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Itiquira Acquisition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Fortress Value Acquisition Corporation Corp. IV (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[●], 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in into the trust operating account at X.X. Xxxxxx Xxxxx Chase Bank, N.A. awaiting distribution, to await distribution to the Public Stockholders. The Company will not earn any interest or dividends. On has selected [ ] as the Consummation Date (i) counsel effective date for the Company shall deliver to you written notification that purpose of determining when the Business Combination has been consummated, or Public Stockholders will be consummated substantially concurrently with your transfer of funds entitled to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate receive their share of the Chief Executive Officerliquidation proceeds. You agree to be the Paying Agent of record and, which verifies that the Business Combination has been approved by a vote of in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(j) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Fortress Value Acquisition Corporation Corp. IV By: Name: Title: cc: Barclays Capital Deutsche Bank Securities Inc. BofA Securities, Inc. PJT Partners LP EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: [Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx] Re: Trust Account Tax Payment Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Fortress Value Acquisition Corp. IV (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, Fortress Value Acquisition Corp. IV By: Name: Title: cc: Deutsche Bank Securities Inc. BofA Securities, Inc. PJT Partners LP EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterStockholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Fortress Value Acquisition Corp. IV (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. 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 (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation or (B) 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 to the redeeming Public Stockholders in accordance with your customary procedures. Very truly yours, Fortress Value Acquisition Corp. IV By: Name: Title: cc: Deutsche Bank Securities Inc. BofA Securities, Inc. PJT Partners LP

Appears in 1 contract

Samples: Investment Management Trust Agreement (Fortress Value Acquisition Corp. IV)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section paragraph 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions Mountain Crest Acquisition Corp. II Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[*], 2021 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (with a Target Company within the “Consummation Date”)time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used but herein and not otherwise defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments and to transfer the total proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at XX Xxxxxx JPMorgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected [ , 20 ] as the record date for the purpose of determining when the Public Shareholders will be immediately available for transfer entitled to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf receive their share of the Underwriters (with respect to the Deferred Discount))liquidation proceeds. It is acknowledged and agreed that no interest will be earned by the Company on the liquidation proceeds while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx BankTrust Operating Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of distribute said funds directly to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Amended and be distributed after the Consummation Date to Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Climate Real Impact Solutions MOUNTAIN CREST ACQUISITION CORP. II Acquisition Corporation By: Name: Title: By: Name: Title: Secretary/Assistant Secretary cc: Barclays Chardan Capital Inc. BofA SecuritiesMarkets, Inc. LLC EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnAttention: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination – Tax Withdrawal Instruction Letter

Appears in 1 contract

Samples: Investment Management Trust Agreement (Mountain Crest Acquisition Corp II)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II AIB Acquisition Corporation (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 entered into an agreement been unable to effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated memorandum and articles of association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Shareholders. The Company has selected [•] as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c‎1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II AIB Acquisition Corporation By: Name: Xxxx Xxxx Title: Chief Executive Officer and Chief Financial Officer cc: Barclays Capital Inc. BofA Securities, Inc. Maxim Group LLC EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterTax Payment Instruction

Appears in 1 contract

Samples: Investment Management Trust Agreement (AIB Acquisition Corp)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Acquisition Corporation CO2 Energy Transition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 2023 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (with a Target Company within the “Consummation Date”)time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used but herein and not otherwise defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments and to transfer the total proceeds to a segregated the trust operating account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at XX Xxxxxx JPMorgan Chase Bank, N.A. to await distribution to the Public Stockholders. The Company has selected [____________, 20__] as the effective date for the purpose of determining when the Public Stockholders will be immediately available for transfer entitled to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf receive their share of the Underwriters (with respect to the Deferred Discount))liquidation proceeds. It is acknowledged and agreed that no interest will be earned by the Company on the liquidation proceeds while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bankaccount. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of distribute said funds directly to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Amended and be distributed after the Consummation Date to Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation CO2 ENERGY TRANSITION CORP. By: Name: Xxxxx Xxxxxxx Title: Chief Executive Officer cc: Barclays Capital Inc. BofA Securities, Inc. XX Xxxxxx EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx30th Floor New York, Xxx Xxxx 00000 N.Y. 10004 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterExtension Letter Dear Xx. Xxxx and Xx. Xxxxxxxx Pursuant to Section 1(j) of the Investment Management Trust Agreement between CO2 Energy Transition Corp. (“Company”) and Continental Stock Transfer & Trust Company, LLC, dated as of , 2023 (“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 _________ month, from _______ to _________ (the “Extension”). This Extension Letter shall serve as the notice required with respect to Extension prior to the Initial 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 $______________ if the underwriters’ over-allotment option was exercised in full, or in any case, $0.0333 per Unit)], which will be wired to you, into the Trust Account investments upon receipt. Very truly yours, CO2 ENERGY TRANSITION CORP. By: Name: Xxxxx Xxxxxxx Title: Chief Executive Officer cc: XX Xxxxxx EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 30th Floor New York, N.Y. 10004 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k) of the Investment Management Trust Agreement between CO2 Energy Transition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2023 (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 into a segregated account held by you on behalf of the Beneficiaries. 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 that would affect the substance or timing of the Company’s obligation to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation or with respect to any other provisions 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 into a segregated account held by you on behalf of the Beneficiaries. Very truly yours, CO2 ENERGY TRANSITION CORP. By: Name: Xxxxx Xxxxxxx Title: Chief Executive Officer cc: XX Xxxxxx EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 30th Floor New York, N.Y. 10004 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account Withdrawal Instructions Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 2(a) of the Investment Management Trust Agreement between CO2 Energy Transition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2022 (“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. The Company needs such funds to pay for its tax obligations. 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, CO2 ENERGY TRANSITION CORP. By: Name: Xxxxx Xxxxxxx Title: Chief Executive Officer cc: XX Xxxxxx

Appears in 1 contract

Samples: Investment Management Trust Agreement (CO2 Energy Transition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Verity 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 entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (with a Target Company within the “Consummation Date”)time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used but herein and not otherwise defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments and to transfer the total proceeds to a segregated the trust operating account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at XX Xxxxxx JPMorgan Chase Bank, N.A. to await distribution to the Public Stockholders. The Company has selected [____________, 20__] as the effective date for the purpose of determining when the Public Stockholders will be immediately available for transfer entitled to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf receive their share of the Underwriters (with respect to the Deferred Discount))liquidation proceeds. It is acknowledged and agreed that no interest will be earned by the Company on the liquidation proceeds while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bankaccount. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of distribute said funds directly to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Amended and be distributed after the Consummation Date to Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation VERITY ACQUISITION CORPORATION By: Name: Xxxx Xxx Title: Chief Executive Officer cc: Barclays Capital Inc. BofA Securities, Inc. Maxim Group LLC EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx X.X. 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterWithdrawal Instructions Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 2(a) of the Investment Management Trust Agreement between Verity Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2021 (“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. The Company needs such funds to pay for its tax obligations. 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, VERITY ACQUISITION CORPORATION By: Name: Xxxx Xxx Title: Chief Executive Officer cc: Maxim Group LLC

Appears in 1 contract

Samples: Investment Management Trust Agreement (Verity Acquisition Corp)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Generation Asia I Acquisition Corporation Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________January 19, 2021 2022 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the Target Business a target business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s Amended and Restated Memorandum and Articles of Association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in into the trust operating account at X.X. Xxxxxx Xxxxx Chase Bank, N.A. awaiting distribution, to await distribution to the Public Shareholders. The Company will not earn any interest or dividends. On has selected [ ] as the Consummation Date (i) counsel effective date for the Company shall deliver to you written notification that purpose of determining when the Business Combination has been consummated, or Public Shareholders will be consummated substantially concurrently with your transfer entitled to receive their share of funds to the accounts as directed liquidation proceeds. It is acknowledged that no interest will be earned by the Company (on the “Notification”) and (ii) liquidation proceeds while on deposit in the Company shall deliver trust operating account. You agree to you (a) a certificate be the Paying Agent of the Chief Executive Officerrecord and, which verifies that the Business Combination has been approved by a vote of in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s 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, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Amended and be distributed after the Consummation Date to 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(j) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Generation Asia I Acquisition Corporation Limited By: Name: Title: cc: Barclays Capital Inc. BofA SecuritiesNomura Securities International, Inc. EXHIBIT B C [Letterhead of Company] [Insert dateDate] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and & Xxxxxxx Xxxxxxxx Email: xxxxx@xxxxxxxxxxxxxxxx.xxx xxxxxxxxx@xxxxxxxxxxxxxxxx.xxx Re: Trust Account - Termination LetterTax Payment Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Generation Asia I Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of January 19, 2022 (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, Generation Asia I Acquisition Limited By: Name: Title: cc: Nomura Securities International, Inc. EXHIBIT D [Letterhead of Company] [Insert Date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxx Email: xxxxx@xxxxxxxxxxxxxxxx.xxx xxxxxxxxx@xxxxxxxxxxxxxxxx.xxx Re: Trust Account Shareholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Generation Asia I Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of January 19, 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the $[ ] of the principal and 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. Pursuant to Section 2(h) of the Trust Agreement, this is to advise you that the Company has sought, and had approved, an Amendment. Accordingly, in accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $[ ] of the proceeds of the Trust Account to the trust operating account at X.X. Xxxxxx Chase Bank, N.A. for distribution to the shareholders that have requested redemption of their shares in connection with such Amendment. Very truly yours, Generation Asia I Acquisition Limited By: Name: Title: cc: Nomura Securities International, Inc. EXHIBIT E [Letterhead of Company] [Insert Date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxx Email: xxxxx@xxxxxxxxxxxxxxxx.xxx xxxxxxxxx@xxxxxxxxxxxxxxxx.xxx Re: Trust Account – Extension Letter Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(m) of the Investment Management Trust Agreement between Generation Asia I Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of January 19, 2022 (the “Trust Agreement”), this is to advise you that the Company is extending the time available in order to consummate its initial Business Combination with a target business for one (1) additional month, from [ ] to [ ] (the “Extension”). This Extension Letter shall serve as the notice required with respect to the Extension prior to an 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 $[ ], which will be wired to you, into the Trust Account upon receipt. These funds should be invested in [ ] or [the same manner as the funds currently on deposit in the Trust Account]. This is the [ ] of up to [six/three] Extension Letters that the Company is permitted to deliver to you pursuant to the Trust Agreement. Very truly yours, Generation Asia I Acquisition Limited By: Name: Title: cc: Nomura Securities International, Inc. EXHIBIT F [Letterhead of Company] [Insert Date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxx Email: xxxxx@xxxxxxxxxxxxxxxx.xxx xxxxxxxxx@xxxxxxxxxxxxxxxx.xxx Re: Trust Account – Business Combination Signing Extension Letter Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(n) of the Investment Management Trust Agreement between Generation Asia I Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of January 19, 2022 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [ ] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) and is extending the time available to it in order to consummate the Business Combination for three additional months to 21 months in the aggregate from the closing of the Offering (including the 18 months in the Initial Period) without depositing any fund into the Trust Account (the “Business Combination Signing Extension”). This Business Combination Signing Extension Letter shall serve as the notice required with respect to the Business Combination Signing Extension prior to an Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. Very truly yours, Generation Asia I Acquisition Limited By: Name: Title:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Generation Asia I Acquisition LTD)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions LIV Capital Acquisition Corp. II Acquisition Corporation (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 entered into an agreement been unable to effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated memorandum and articles of association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Shareholders. The Company has selected [●] as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c‎1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions LIV Capital Acquisition Corp. II Acquisition Corporation By: Name: Title: cc: Barclays Capital Inc. BofA SecuritiesEarlyBirdCapital, Inc. EXHIBIT B C [Letterhead of Company] [Insert date] ●], 2022 Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterTax Payment Instruction

Appears in 1 contract

Samples: Investment Management Trust Agreement (LIV Capital Acquisition Corp. II)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II AIB 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 entered into an agreement been unable to effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated memorandum and articles of association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Shareholders. The Company has selected [●] as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c‎1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II AIB Acquisition Corporation By: Name: Xxxx Xxxx Title: Chief Executive Officer and Chief Financial Officer cc: Barclays Capital Inc. BofA Securities, Inc. Maxim Group LLC EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterTax Payment Instruction

Appears in 1 contract

Samples: Investment Management Trust Agreement (AIB Acquisition Corp)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Acquisition Corporation CO2 Energy Transition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 2023 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (with a Target Company within the “Consummation Date”)time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used but herein and not otherwise defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account investments and to transfer the total proceeds to a segregated the trust operating account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at XX Xxxxxx JPMorgan Chase Bank, N.A. to await distribution to the Public Stockholders. The Company has selected [____________, 20__] as the effective date for the purpose of determining when the Public Stockholders will be immediately available for transfer entitled to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf receive their share of the Underwriters (with respect to the Deferred Discount))liquidation proceeds. It is acknowledged and agreed that no interest will be earned by the Company on the liquidation proceeds while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bankaccount. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of distribute said funds directly to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Amended and be distributed after the Consummation Date to Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation CO2 ENERGY TRANSITION CORP. By: Name: Xxxxx Xxxxxxx Title: Chief Executive Officer cc: Barclays Kingswood Capital Inc. BofA Securities, Inc. Partners LLC EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx XxxxNew York, Xxx Xxxx 00000 N.Y. 10004 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterExtension Letter Dear Xx. Xxxx and Xx. Xxxxxxxx Pursuant to Section 1(j) of the Investment Management Trust Agreement between CO2 Energy Transition Corp. (“Company”) and Continental Stock Transfer & Trust Company, LLC, dated as of , 2023 (“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 _________ month, from _______ to _________ (the “Extension”). This Extension Letter shall serve as the notice required with respect to Extension prior to the Initial 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 $______________ if the underwriters’ over-allotment option was exercised in full, or in any case, $0.0333 per Unit)], which will be wired to you, into the Trust Account investments upon receipt. Very truly yours, CO2 ENERGY TRANSITION CORP. By: Name: Xxxxx Xxxxxxx Title: Chief Executive Officer cc: Kingswood Capital Partners LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx New York, N.Y. 10004 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Stockholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k) of the Investment Management Trust Agreement between CO2 Energy Transition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2023 (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 into a segregated account held by you on behalf of the Beneficiaries. 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 that would affect the substance or timing of the Company’s obligation to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation or with respect to any other provisions 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 into a segregated account held by you on behalf of the Beneficiaries. Very truly yours, CO2 ENERGY TRANSITION CORP. By: Name: Xxxxx Xxxxxxx Title: Chief Executive Officer cc: Kingswood Capital Partners LLC EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx New York, N.Y. 10004 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account Withdrawal Instructions Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 2(a) of the Investment Management Trust Agreement between CO2 Energy Transition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2022 (“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. The Company needs such funds to pay for its tax obligations. 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, CO2 ENERGY TRANSITION CORP. By: Name: Xxxxx Xxxxxxx Title: Chief Executive Officer cc: Kingswood Capital Partners LLC

Appears in 1 contract

Samples: Investment Management Trust Agreement (CO2 Energy Transition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Spindletop Health Acquisition Corporation Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________November 3, 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time as you may agree) the Company’s amended and restated certificate of the actual date of the consummation of the Business Combination (the “Consummation Date”)incorporation. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Stockholders. Subject to the Consummation Date, all effectiveness of the funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distributionAmended Certificate, the Company will not earn any interest or dividends. On has selected December 22, 2022 as the Consummation Date (i) counsel effective date for the Company shall deliver to you written notification that purpose of determining when the Business Combination has been consummated, or Public Stockholders will be consummated substantially concurrently with your transfer of funds entitled to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate receive their share of the Chief Executive Officerliquidation proceeds. You agree to be the Paying Agent of record and, which verifies that the Business Combination has been approved by a vote of in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Spindletop Health Acquisition Corporation Corp. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Chief Executive Officer cc: Barclays Capital Inc. BofA Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterInc.

Appears in 1 contract

Samples: Investment Management Trust Agreement (Spindletop Health Acquisition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Acquisition Corporation ClimateRock (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 entered into an agreement been unable to effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated memorandum and articles of association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Shareholders. The Company has selected [•] as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c‎1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation ClimateRock By: Name: Per Regnarsson Title: Chief Executive Officer and Director cc: Barclays Capital Inc. BofA Securities, Inc. Maxim Group LLC EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterTax Payment Instruction

Appears in 1 contract

Samples: Investment Management Trust Agreement (ClimateRock)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Acquisition Corporation Sandbridge X2 Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[●], 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate did not effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect thatPublic Stockholders. The Company has selected [_________, on 20__]1 as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation Sandbridge X2 Corp. By: Name: Title: cc: Barclays Capital Citigroup Global Markets Inc. BofA Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterDeutsche Bank Securities Inc.

Appears in 1 contract

Samples: Investment Management Trust Agreement (Sandbridge X2 Corp)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Keen Vision Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[ ], 2021 2023 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (within the “Consummation Date”)time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s prospectus relating to its 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 commence to liquidate all of the assets of in the Trust Account and transfer to keep the total proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held thereof in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distributionN.A to await distribution to the Public Shareholders. The Company has selected [ , 2023]1 as the Company will not earn any interest or dividends. On the Consummation Date (i) counsel effective date for the Company shall deliver to you written notification that purpose of determining when the Business Combination has been consummated, or Public Shareholders will be consummated substantially concurrently with entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record, and in your transfer of separate capacity as Paying Agent, agree to distribute said funds directly to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Amended and be distributed after the Consummation Date to 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterAgreement.

Appears in 1 contract

Samples: Investment Management Trust Agreement (Keen Vision Acquisition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II JOFF Fintech Acquisition Corporation Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________February 4, 2021 (as amended, the “Trust Agreement”), this is to advise you that the Company has entered into an agreement did not effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time as you may agree) the Company’s amended and restated Certificate of the actual date of the consummation of the Business Combination (the “Consummation Date”)Incorporation. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of in the Trust Account and (i) transfer to the Company the amount set forth on Schedule A annexed hereto for our income taxes and franchise tax liability, to provide us with a sixty percent (60%) share of the estimate cash tax savings resulting from our winding-up and liquidating in 2022, and $100,000 for liquidation expenses, and (ii) transfer the remaining proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Stockholders. The Company has selected [__] as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to restated Certificate of 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II JOFF Fintech Acquisition Corporation Corp. By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. Schedule A to Termination Letter Amounts to be withdrawn from Trust Account and distributed to the Company Estimated Income Taxes (**) [$xxx,xxx] Estimated Franchise Taxes [$400] Estimated Tax Savings share (**) [$xxx,xxx] Dissolution Expenses (*) $100,000 TOTAL [$x,xxx,xxx] (*) lesser of actual estimated dissolution expenses and $100,000 (**) Calculation attached EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter

Appears in 1 contract

Samples: Investment Management Trust Agreement (JOFF Fintech Acquisition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Isleworth Healthcare Acquisition Corporation Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________February 24, 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the a Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account on , 2021 and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Stockholders. The Company has selected [ ](1) as the Consummation Date, all record 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to restated certificate of 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterAgreement.

Appears in 1 contract

Samples: Investment Management Trust Agreement (Isleworth Healthcare Acquisition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Itiquira 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 entered into an agreement with [__________] (the “Target Business”) to consummate did not effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated memorandum and articles of association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect thatPublic Shareholders. The Company has selected [_________, on 20__]1 as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated memorandum and articles of association. 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Itiquira Acquisition Corporation Corp. By: Name: Title: cc: Barclays Capital Citigroup Global Markets Inc. BofA Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterUBS Securities LLC

Appears in 1 contract

Samples: Investment Management Trust Agreement (Itiquira Acquisition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Acquisition Corporation Fintech Ecosystem Development Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement been unable to effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account on , 2022, and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Stockholders. The Company has selected as the Consummation Date, all record 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to restated certificate of 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. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation Fintech Ecosystem Development Corp. By: Name: Title: cc: Barclays Capital Inc. BofA SecuritiesXX Xxxxxx, a division of Benchmark Investments Inc. EXHIBIT B C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterTax Payment Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Fintech Ecosystem Development 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, Fintech Ecosystem Development Corp. By: Name: Title: cc: XX Xxxxxx, a division of Benchmark Investments Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account Stockholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Fintech Ecosystem Development Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of July , 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 into a segregated account held by you on behalf of the Beneficiaries. 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 that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation or with respect to any other provisions 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 into a segregated account held by you on behalf of the Beneficiaries. Very truly yours, Fintech Ecosystem Development Corp. By: Name: Title:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Fintech Ecosystem Development Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(j) of the Investment Management Trust Agreement between Climate Real Impact Solutions LIV Capital Acquisition Corp. II Acquisition Corporation (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 entered into an agreement with hereby requests that you deliver to the Company $[__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date interest income earned on the Property as of the consummation of the Business Combination (the “Consummation Date”)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, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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 (via wire transfer) such funds held in the Trust Account immediately promptly upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date this letter to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible. ’s operating account at: [WIRE INSTRUCTION INFORMATION] Very truly yours, Climate Real Impact Solutions LIV Capital Acquisition Corp. II Acquisition Corporation By: Name: Title: cc: Barclays Capital Inc. BofA SecuritiesEarlyBirdCapital, Inc. EXHIBIT B D [Letterhead of Company] [Insert date] ●], 2022 Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterShareholder Redemption Withdrawal Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j) of the Investment Management Trust Agreement between LIV Capital Acquisition Corp. II (“the Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[●] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. 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 Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the provisions of the Company’s amended and restated memorandum and articles of association (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its public Ordinary Shares if the Company does not complete its initial Business Combination within the required time period or (ii) with respect to any other provision relating to shareholders’ 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, LIV Capital Acquisition Corp. II By: Name: Title: cc: EarlyBirdCapital, Inc.

Appears in 1 contract

Samples: Investment Management Trust Agreement (LIV Capital Acquisition Corp. II)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II HumanCo 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 entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and transfer keep the total proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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 thereof in the Trust Account immediately upon your receipt to await distribution to the Covered Stockholders. The Company has selected [_________, 20__]1 as the effective date for the purpose of determining when the Covered Stockholders will be entitled to receive their share of the Notification and liquidation proceeds. You agree to be the Instruction LetterPaying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Covered Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II HumanCo Acquisition Corporation Corp. By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter:

Appears in 1 contract

Samples: Investment Management Trust Agreement (HumanCo Acquisition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II 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 entered into an agreement with [__________] (the “Target Business”) to consummate did not effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect thatPublic Stockholders. The Company has selected [ , on 20 ]1 as the Consummation Date, all 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 held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account 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)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II EQ Health Acquisition Corporation Corp. By: Name: Title: cc: Barclays Capital Inc. BofA SecuritiesBTIG, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterLLC Xxxxxxxxx LLC

Appears in 1 contract

Samples: Investment Management Trust Agreement (EQ Health Acquisition Corp.)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Figure Acquisition Corporation Corp. I (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________February 18, 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the a Target Business (the “Business Combination”) on or about within the time frame specified in the Company’s [insert date]. The Company shall notify you at least seventy-two (72) hours amended and restated] certificate of incorporation, as described in advance (or such shorter time as you may agree) of the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)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 commence to liquidate all of the assets of in the Trust Account and transfer keep the total proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the 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 thereof in the Trust Account immediately upon your receipt to await distribution to the Covered Stockholders. The Company has selected [_________, 20__]1 as the effective date for the purpose of determining when the Covered Stockholders will be entitled to receive their share of the Notification and liquidation proceeds. You agree to be the Instruction LetterPaying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Covered Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s [amended and be distributed after the Consummation Date to the Companyrestated] 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 , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Figure Acquisition Corporation Corp. I By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Figure Acquisition Corp. I)

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