Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) 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”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [·] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, LIV Capital Acquisition Corp. By: Name: Title: cc: EarlyBirdCapital, Inc. EXHIBIT C [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. 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(i1(i) of the Investment Management Trust Agreement between LIV Capital GS Acquisition Corp. Holdings Corp II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·•], 2019 2020 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s amended and restated memorandum and articles certificate of associationincorporation, as described in the Company’s Prospectus Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated the trust operating account held by you on behalf of the Beneficiaries at X.X. Xxxxxx Chase Bank, N.A. to await distribution to the Public ShareholdersStockholders. The Company has selected [·] as the effective date for the purpose of determining when the Public Shareholders Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders Stockholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles certificate of association incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i1(j) of the Trust Agreement. Very truly yours, LIV Capital GS Acquisition Corp. Holdings Corp II By: Name: Title: cc: EarlyBirdCapital, Xxxxxxx Xxxxx & Co. LLC Citigroup Global Markets Inc. EXHIBIT C [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. – Tax Payment Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j1(j) of the Investment Management Trust Agreement between LIV Capital GS Acquisition Corp. Holdings Corp II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·•], 2019 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, LIV Capital GS Acquisition Corp. Holdings Corp II By: Name: Title: cc: EarlyBirdCapital, 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 and & Xxxxxxx Xxxxxxxx Re: Trust Account No. Shareholder – Stockholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k1(k) of the Investment Management Trust Agreement between LIV Capital GS Acquisition Corp. Holdings Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·•], 2019 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders Stockholders on behalf 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 Shareshereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds as described above are needed to pay its the Public Shareholders Stockholders who have properly elected to have their Ordinary Shares shares of Common Stock redeemed by the Company in connection with a shareholder stockholder vote to approve an amendment to the provisions of the Company’s amended and restated memorandum and articles certificate of association incorporation (iA) that would affect 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 its the Company’s public Ordinary Shares shares of Common Stock if the Company does not complete its initial Business Combination within the required time period set forth therein or (iiB) with respect to any other provision relating to shareholdersthe 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 letterletter to the redeeming Public Stockholders in accordance with your customary procedures. Very truly yours, LIV Capital GS Acquisition Corp. Holdings Corp II By: Name: Title: cc: EarlyBirdCapital, Inc.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(i1(i) of the Investment Management Trust Agreement between LIV Capital OCA Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]_________, 2019 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to did not effect a Business Combination business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s amended and restated memorandum and articles certificate of associationincorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public ShareholdersStockholders. The Company has selected [·] _________, 20__]1 as the effective date for the purpose of determining when the Public Shareholders Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders Stockholders in accordance with the terms of the Trust Agreement and the Company’s amended and restated memorandum and articles certificate of association of the Companyincorporation. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i1(i) of the Trust Agreement. Very truly yours, LIV Capital OCA Acquisition Corp. By: Name: Title: cc: EarlyBirdCapitalXxxxxx, 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 C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account No. Tax Payment - Withdrawal Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j1(j) of the Investment Management Trust Agreement between LIV Capital OCA Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]_________, 2019 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 OCA Acquisition Corp. By: Name: Title: cc: EarlyBirdCapitalXxxxxx, Xxxxxxxx & Company, Incorporated Nomura Securities International, Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account No. Shareholder - Stockholder Redemption Withdrawal Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k1(k) of the Investment Management Trust Agreement between LIV Capital OCA Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]_________, 2019 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders Stockholders of the Company $[·_____] of the principal and interest income earned on the Property as of the date hereof into to a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders Public Stockholders who have requested redemption of their Ordinary Sharesshares 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 Shareholders Stockholders who have properly elected to have their Ordinary Shares shares of Common Stock redeemed by the Company in connection with a shareholder stockholder vote to approve an amendment to the provisions of the Company’s amended and restated memorandum and articles certificate of association incorporation to (i) that would affect modify the substance or timing of the Company’s obligation to redeem 100% of its public Ordinary Shares the shares of Common Stock included in the Units sold in the Offering if the Company does not complete its initial a Business Combination within the required time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to shareholdersstockholders’ 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 OCA Acquisition Corp. By: Name: Title: cc: EarlyBirdCapitalXxxxxx, 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(i1(i) of the Investment Management Trust Agreement between LIV Capital Silver Spike Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2019 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [·] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i1(i) of the Trust Agreement. Very truly yours, LIV Capital Silver Spike Acquisition Corp. By: Name: Title: cc: EarlyBirdCapital, Inc. Credit Suisse Securities (USA) LLC EXHIBIT C [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. Tax Payment Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j1(j) of the Investment Management Trust Agreement between LIV Capital 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, LIV Capital Silver Spike Acquisition Corp. By: Name: Title: cc: EarlyBirdCapital, Inc. 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(k1(k) of the Investment Management Trust Agreement between LIV Capital 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, LIV Capital Silver Spike Acquisition Corp. By: Name: Title: cc: EarlyBirdCapital, Inc.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(i1(i) of the Investment Management Trust Agreement between LIV Capital Acquisition Fintech Ecosystem Development Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2019 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles certificate of associationincorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on , 2022, and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public ShareholdersStockholders. The Company has selected [·] as the effective record date for the purpose of determining when the Public Shareholders Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders Stockholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles certificate of association incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i1(i) of the Trust Agreement. Very truly yours, LIV Capital Acquisition Fintech Ecosystem Development Corp. By: Name: Title: cc: EarlyBirdCapitalXX Xxxxxx, a division of Benchmark Investments Inc. EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account No. Tax Payment Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j1(j) of the Investment Management Trust Agreement between LIV Capital Acquisition Fintech Ecosystem Development Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2019 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 Fintech Ecosystem Development Corp. By: Name: Title: cc: EarlyBirdCapitalXX 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, Xxx Xxxx XX 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account No. Shareholder Stockholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k1(k) of the Investment Management Trust Agreement between LIV Capital Acquisition Fintech Ecosystem Development Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]July , 2019 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders 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 for distribution to the Shareholders who have requested redemption of their Ordinary SharesBeneficiaries. 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 Stockholders who have properly elected to have their Ordinary Shares shares of Common Stock redeemed by the Company in connection with a shareholder stockholder vote to approve an amendment to the provisions of the Company’s amended and restated memorandum and articles certificate of association (i) incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its public Ordinary Public Shares of Common Stock if the Company does has not complete its consummated an initial Business Combination within such time as is described in the required time period Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision provisions relating to shareholdersstockholders’ 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 letterletter into a segregated account held by you on behalf of the Beneficiaries. Very truly yours, LIV Capital Acquisition Fintech Ecosystem Development Corp. By: Name: Title: cc: EarlyBirdCapital, Inc.:
Appears in 1 contract
Samples: Investment Management Trust Agreement (Fintech Ecosystem Development Corp.)
Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i1(i) of the Investment Management Trust Agreement between LIV Capital Fortress Value Acquisition Corp. IV (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·●], 2019 2021 (the ““ Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s amended and restated memorandum and articles certificate of associationincorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated the trust operating account held by you on behalf of the Beneficiaries at X.X. Xxxxxx Chase Bank, N.A. to await distribution to the Public ShareholdersStockholders. The Company has selected [·[ ] as the effective date for the purpose of determining when the Public Shareholders Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders Stockholders in accordance with the terms of the Trust Agreement and the Company’s amended and restated memorandum and articles certificate of association of the Companyincorporation. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i1(j) of the Trust Agreement. Very truly yours, LIV Capital Fortress Value Acquisition Corp. IV By: Name: Title: cc: EarlyBirdCapitalDeutsche Bank Securities Inc. BofA Securities, Inc. PJT Partners LP EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: [Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Xxxxxxxx] Re: Trust Account No. Tax Payment Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j1(j) of the Investment Management Trust Agreement between LIV Capital Fortress Value Acquisition Corp. IV (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·●], 2019 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 Fortress Value Acquisition Corp. IV By: Name: Title: cc: EarlyBirdCapitalDeutsche Bank Securities Inc. BofA Securities, Inc. PJT Partners LP EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account No. Shareholder Stockholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k1(k) of the Investment Management Trust Agreement between LIV Capital Fortress Value Acquisition Corp. IV (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·●], 2019 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders 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 for distribution to the Shareholders who have requested redemption of their Ordinary Shareshereof. 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 Stockholders who have properly elected to have their Ordinary Shares shares of Common Stock redeemed by the Company in connection with a shareholder stockholder vote to approve an amendment to the provisions of the Company’s amended and restated memorandum and articles certificate of association incorporation (iA) that would affect 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 Ordinary Shares shares of Common Stock if the Company does has not complete its consummated an initial Business Combination within such time as is described in the required time period Company’s amended and restated certificate of incorporation or (iiB) with respect to any other provision relating to shareholdersstockholders’ 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 letterletter to the redeeming Public Stockholders in accordance with your customary procedures. Very truly yours, LIV Capital Fortress Value Acquisition Corp. IV By: Name: Title: cc: EarlyBirdCapitalDeutsche Bank Securities Inc. BofA Securities, Inc.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(i1(i) of the Investment Management Trust Agreement between LIV Capital Duddell Street Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2019 2020 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [·] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i1(i) of the Trust Agreement. Very truly yours, LIV Capital Duddell Street Acquisition Corp. By: Name: Title: cc: EarlyBirdCapitalBofA Securities, Inc. EXHIBIT C [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. - Tax Payment Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j1(j) of the Investment Management Trust Agreement between LIV Capital Duddell Street Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2019 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, LIV Capital Duddell Street Acquisition Corp. By: Name: Title: cc: EarlyBirdCapitalBofA 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 No. - Shareholder Redemption Withdrawal Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k1(k) of the Investment Management Trust Agreement between LIV Capital Duddell Street Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2019 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, LIV Capital Duddell Street Acquisition Corp. By: Name: Title: cc: EarlyBirdCapitalBofA Securities, Inc.
Appears in 1 contract
Samples: Investment Management Trust Agreement (Duddell Street Acquisition Corp.)
Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(iparagraph 1(i) of the Investment Management Trust Agreement between LIV Capital Mountain Crest Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·*], 2019 2020 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business Company within the time frame specified in the Company’s amended Amended and restated memorandum and articles Restated Certificate of associationIncorporation, as described in the Company’s Prospectus prospectus relating to the Offeringits 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 liquidate all of the assets in the Trust Account investments and to transfer the total proceeds into a segregated account held by you on behalf of to the Beneficiaries Trust Operating Account at JPMorgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected [·[ , 20 ] as the effective record date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Operating Account. You agree to be the Paying Agent of record and, and in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended Amended and restated memorandum and articles Restated Certificate of association Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating funds in the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, LIV Capital Acquisition Corp. MOUNTAIN CREST ACQUISITION CORP. II By: Name: Title: By: Name: Title: Secretary/Assistant Secretary cc: EarlyBirdCapitalChardan Capital Markets, Inc. LLC EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx 0 Xxxxx Xxxxxx, 00xx Xxxxx xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnAttention: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account No. – 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.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 LIV Capital GS Acquisition Corp. Holdings Corp II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]June 29, 2019 2020 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s amended and restated memorandum and articles certificate of associationincorporation, as described in the Company’s Prospectus Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated the trust operating account held by you on behalf of the Beneficiaries at X.X. Xxxxxx Chase Bank, N.A. to await distribution to the Public ShareholdersStockholders. The Company has selected [·] _______________ as the effective date for the purpose of determining when the Public Shareholders Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders Stockholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles certificate of association incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i1(j) of the Trust Agreement. Very truly yours, LIV Capital GS Acquisition Corp. Holdings Corp II By: Name: Title: cc: EarlyBirdCapital, Xxxxxxx Xxxxx & Co. LLC Citigroup Global Markets Inc. EXHIBIT C [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. – Tax Payment Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j1(j) of the Investment Management Trust Agreement between LIV Capital GS Acquisition Corp. Holdings Corp II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]June 29, 2019 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, LIV Capital GS Acquisition Corp. Holdings Corp II By: Name: Title: cc: EarlyBirdCapital, 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 and & Xxxxxxx Xxxxxxxx Re: Trust Account No. Shareholder – Stockholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k1(k) of the Investment Management Trust Agreement between LIV Capital GS Acquisition Corp. Holdings Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]June 29, 2019 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders Stockholders on behalf 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 Shareshereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds as described above are needed to pay its the Public Shareholders Stockholders who have properly elected to have their Ordinary Shares shares of Common Stock redeemed by the Company in connection with a shareholder stockholder vote to approve an amendment to the provisions of the Company’s amended and restated memorandum and articles certificate of association incorporation (iA) that would affect 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 its the Company’s public Ordinary Shares shares of Common Stock if the Company does not complete its initial Business Combination within the required time period set forth therein or (iiB) with respect to any other provision relating to shareholdersthe 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 letterletter to the redeeming Public Stockholders in accordance with your customary procedures. Very truly yours, LIV Capital GS Acquisition Corp. Holdings Corp II By: Name: Title: cc: EarlyBirdCapital, Inc.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 LIV Capital Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2019 2022 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [·] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, LIV Capital Acquisition Corp. II By: Name: Title: cc: EarlyBirdCapital, Inc. EXHIBIT C [Letterhead of Company] [Insert date] ●], 2022 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. 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 [·], 2019 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 [·], 2019 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(k) of the Investment Management Trust Agreement between LIV Capital Acquisition Corp. ClimateRock (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·•], 2019 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [·] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, LIV Capital Acquisition Corp. By: Name: Title: cc: EarlyBirdCapital, Inc. EXHIBIT C [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. 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 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. ClimateRock By: Name: Per Regnarsson Title: Chief Executive Officer and Director cc: EarlyBirdCapitalMaxim Group LLC EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx Xxxxx, Inc.00xx Xxxxx Xxx Xxxx, XX 00000-0000 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 [ ], 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 [__________________________] or [the same manner as the funds currently on deposit in the Trust Account]. This is the ____ of up to three 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 LIV Capital Acquisition Fintech Ecosystem Development Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]__, 2019 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles certificate of associationincorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account , and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public ShareholdersStockholders. The Company has selected [·] _________ as the effective record date for the purpose of determining when the Public Shareholders Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders Stockholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles certificate of association incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i1(i) of the Trust Agreement. Very truly yours, LIV Capital Acquisition Fintech Ecosystem Development Corp. By: Name: Title: cc: EarlyBirdCapitalXX Xxxxxx, Inc. division of Benchmark Investments LLC EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account No. Tax Payment Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j1(j) of the Investment Management Trust Agreement between LIV Capital Acquisition Fintech Ecosystem Development Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]__, 2019 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 Fintech Ecosystem Development Corp. By: Name: Title: cc: EarlyBirdCapitalXX Xxxxxx, Inc. division of Benchmark Investments LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account No. Shareholder Stockholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k1(k) of the Investment Management Trust Agreement between LIV Capital Acquisition Fintech Ecosystem Development Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]July ___, 2019 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders 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 for distribution to the Shareholders who have requested redemption of their Ordinary SharesBeneficiaries. 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 Stockholders who have properly elected to have their Ordinary Shares shares of Common Stock redeemed by the Company in connection with a shareholder stockholder vote to approve an amendment to the provisions of the Company’s amended and restated memorandum and articles certificate of association (i) incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its public Ordinary Public Shares of Common Stock if the Company does has not complete its consummated an initial Business Combination within such time as is described in the required time period Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision provisions relating to shareholdersstockholders’ 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 letterletter into a segregated account held by you on behalf of the Beneficiaries. Very truly yours, LIV Capital Acquisition Fintech Ecosystem Development Corp. By: Name: Title: cc: EarlyBirdCapital, Inc.:
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 LIV Capital Acquisition Corp. ClimateRock (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·•], 2019 2022 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [·•] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, LIV Capital Acquisition Corp. ClimateRock By: Name: Per Regnarsson Title: Chief Executive Officer and Director cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT C [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. 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.Instruction
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 LIV Capital Generation Asia I Acquisition Corp. Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·•], 2019 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target target business (the “Business Combination”) within the time frame specified in the Company’s amended Amended and restated memorandum Restated Memorandum and articles Articles of associationAssociation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated the trust operating account held by you on behalf of the Beneficiaries at X.X. Xxxxxx Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected [·[ ] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust operating account. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended Amended and restated memorandum Restated Memorandum and articles Articles of association Association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i1(j) of the Trust Agreement. Very truly yours, LIV Capital Generation Asia I Acquisition Corp. Limited By: Name: Title: cc: EarlyBirdCapitalNomura Securities International, Inc. EXHIBIT C [Letterhead of Company] [Insert dateDate] Continental Stock Transfer & Trust Company Xxx 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 No. Tax Payment Withdrawal Instruction Xx. Xxxx Ladies and Xx. XxxxxxxxGentlemen: Pursuant to Section 1(j1(j) of the Investment Management Trust Agreement between LIV Capital Generation Asia I Acquisition Corp. Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·•], 2019 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 Generation Asia I Acquisition Corp. Limited By: Name: Title: cc: EarlyBirdCapitalNomura Securities International, Inc. EXHIBIT D [Letterhead of Company] [Insert dateDate] Continental Stock Transfer & Trust Company Xxx 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 No. Shareholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k1(k) of the Investment Management Trust Agreement between LIV Capital Generation Asia I Acquisition Corp. Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·•], 2019 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 Shareshereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds Pursuant to pay its Public Shareholders who have properly elected Section 2(h) of the Trust Agreement, this is to have their Ordinary Shares redeemed by 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 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 letterAmendment. Very truly yours, LIV Capital Generation Asia I Acquisition Corp. Limited By: Name: Title: cc: EarlyBirdCapitalNomura Securities International, Inc.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(i1(i) of the Investment Management Trust Agreement between LIV Capital Fortress Value Acquisition Corp. IV (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·●], 2019 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s amended and restated memorandum and articles certificate of associationincorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated the trust operating account held by you on behalf of the Beneficiaries at X.X. Xxxxxx Chase Bank, N.A. to await distribution to the Public ShareholdersStockholders. The Company has selected [·[ ] as the effective date for the purpose of determining when the Public Shareholders Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders Stockholders in accordance with the terms of the Trust Agreement and the Company’s amended and restated memorandum and articles certificate of association of the Companyincorporation. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i1(j) of the Trust Agreement. Very truly yours, LIV Capital Fortress Value Acquisition Corp. IV By: Name: Title: cc: EarlyBirdCapitalDeutsche Bank Securities Inc. BofA Securities, Inc. PJT Partners LP EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: [Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Xxxxxxxx] Re: Trust Account No. Tax Payment Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j1(j) of the Investment Management Trust Agreement between LIV Capital Fortress Value Acquisition Corp. IV (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·●], 2019 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 Fortress Value Acquisition Corp. IV By: Name: Title: cc: EarlyBirdCapitalDeutsche Bank Securities Inc. BofA Securities, Inc. PJT Partners LP EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account No. Shareholder Stockholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k1(k) of the Investment Management Trust Agreement between LIV Capital Fortress Value Acquisition Corp. IV (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·●], 2019 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders 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 for distribution to the Shareholders who have requested redemption of their Ordinary Shareshereof. 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 Stockholders who have properly elected to have their Ordinary Shares shares of Common Stock redeemed by the Company in connection with a shareholder stockholder vote to approve an amendment to the provisions of the Company’s amended and restated memorandum and articles certificate of association incorporation (iA) that would affect 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 Ordinary Shares shares of Common Stock if the Company does has not complete its consummated an initial Business Combination within such time as is described in the required time period Company’s amended and restated certificate of incorporation or (iiB) with respect to any other provision relating to shareholdersstockholders’ 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 letterletter to the redeeming Public Stockholders in accordance with your customary procedures. Very truly yours, LIV Capital Fortress Value Acquisition Corp. IV By: Name: Title: cc: EarlyBirdCapitalDeutsche Bank Securities Inc. BofA Securities, Inc.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(i1(i) of the Investment Management Trust Agreement between LIV Capital Acquisition Northern Star Investment Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”)Company, dated as of [·], 2019 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended Amended and restated memorandum and articles Restated Certificate of associationIncorporation, as described in the Company’s Prospectus prospectus relating to the Offeringits 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 liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries Trust to the Trust Operating Account at X.X. Xxxxxx Chase Bank, N.A. to await distribution to the Public ShareholdersStockholders. The Company has selected [·[ , 20 ] as the effective date for the purpose of determining when the Public Shareholders Stockholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that while the funds are on deposit in the Trust Operating Account awaiting distribution, the Company will not earn any interest or dividends. You agree to be the Paying Agent of record and, and in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders Stockholders in accordance with the terms of the Trust Agreement and the amended Amended and restated memorandum and articles Restated Certificate of association Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating funds in the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, LIV Capital Acquisition Corp. NORTHERN STAR INVESTMENT CORP. II By: Name: Xxxxxx Xxxxx Title: Chief Executive Officer cc: EarlyBirdCapital, Citigroup Global Markets Inc. EXHIBIT C D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx 0 Xxxxx Xxxxxx, 00xx Xxxxx xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account NoAmendment Notification Letter Dear Xx. Tax Payment 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 1(j2(a) of the Investment Management Trust Agreement between LIV Capital Acquisition Northern Star Investment Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”)Company, dated as of [·], 2019 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 its income or other tax obligations as set forth on the attached tax return or tax statementobligations/ 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, LIV Capital Acquisition Corp. NORTHERN STAR INVESTMENT CORP. II By: Name: Xxxxxx Xxxxx 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.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(i1(i) of the Investment Management Trust Agreement between LIV Capital Keen Vision Acquisition Corp. Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·[ ], 2019 2023 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended Amended and restated memorandum Restated Memorandum and articles Articles of associationAssociation, as described in the Company’s Prospectus prospectus relating to the Offeringits IPO. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer keep the total proceeds into a segregated account held by you on behalf of thereof in the Beneficiaries Trust Operating Account at X.X. Xxxxxx Xxxxx Bank, N.A. to await distribution to the Public Shareholders. The Company has selected [·[ , 2023] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record andrecord, and in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended Amended and restated memorandum Restated Memorandum and articles Articles of association Association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i1(i) of the Trust Agreement. Very truly yours, LIV Capital Acquisition Corp. KEEN VISION ACQUISITION CORPORATION By: Name: Title: ccBy: EarlyBirdCapitalName: Title: Secretary/Assistant Secretary Acknowledged and Agreed: XX Xxxxxx, Inc. division of Benchmark Investments, LLC By: Name: Title: EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx30th Floor New York, Xxx Xxxx 00000 NY 10004 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account No. Tax Payment - [Tax][Working Capital] Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j1(j) of the Investment Management Trust Agreement between LIV Capital Keen Vision Acquisition Corp. Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·●], 2019 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: [WIRE INSTRUCTION INFORMATION] Very truly yours, LIV Capital Keen Vision Acquisition Corp. Corporation 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 1 contract
Samples: Investment Management Trust Agreement (Keen Vision Acquisition Corp.)
Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i1(i) of the Investment Management Trust Agreement between LIV Capital Acquisition Dynamics Special Purpose Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of May [·•], 2019 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s amended and restated memorandum and articles certificate of associationincorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer keep the total proceeds into a segregated account held by you on behalf of thereof in the Beneficiaries Trust Account to await distribution to the Public ShareholdersCovered Stockholders. The Company has selected [·] _________, 20__]1 as the effective date for the purpose of determining when the Public Shareholders Covered Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders Covered Stockholders in accordance with the terms of the Trust Agreement and the Company’s [amended and restated memorandum and articles restated] certificate of association of the Companyincorporation. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i1(i) of the Trust Agreement. Very truly yours, LIV Capital Acquisition Dynamics Special Purpose Corp. By: Name: Title: cc: EarlyBirdCapitalX.X. Xxxxxx Securities LLC 1 24 months from the closing of the Offering or at a later date, Inc. if extended. EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account No. Tax Payment Account—Withdrawal Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j1(j) of the Investment Management Trust Agreement between LIV Capital Acquisition Dynamics Special Purpose Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of May [·•], 2019 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 Dynamics Special Purpose Corp. By: Name: Title: cc: EarlyBirdCapital, Inc. X.X. Xxxxxx Securities LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account No. Shareholder Account—Stockholder Redemption Withdrawal Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k1(k) of the Investment Management Trust Agreement between LIV Capital Acquisition Dynamics Special Purpose Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of May [·•], 2019 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 to a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders Public Stockholders who have requested redemption of properly elected to have their Ordinary SharesPublic 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 its the Public Shareholders Stockholders who have properly elected to have their Ordinary Public Shares redeemed by the Company in connection with a shareholder stockholder vote to approve an amendment to the provisions of the Company’s [amended and restated memorandum and articles restated] certificate of association (i) that would affect 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 its public Ordinary the Public Shares if the Company does has not complete its consummated an initial Business Combination within such time as is described in the required time period Company’s [amended and restated] certificate of incorporation or (ii) with respect to any other provision affect provisions of the Company’s [amended and restated] certificate of incorporation relating to shareholders’ rights or the Company’s pre-initial Business Combination activityactivity 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 letterletter to a segregated account held by you on behalf of such Public Stockholders. Very truly yours, LIV Capital Acquisition Dynamics Special Purpose Corp. By: Name: Title: cc: EarlyBirdCapital, Inc.:
Appears in 1 contract
Samples: Investment Management Trust Agreement (Dynamics Special Purpose Corp.)
Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i1(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 [·●], 2019 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [·] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, LIV Capital Acquisition Corp. By: Name: Title: cc: EarlyBirdCapital, Inc. EXHIBIT C [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. 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 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] ●], 2022 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(k1(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 [·●], 2019 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 LIV Capital Acquisition CO2 Energy Transition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]________, 2019 2023 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business Company within the time frame specified in the Company’s amended Amended and restated memorandum and articles Restated Certificate of associationIncorporation, as described in the Company’s Prospectus prospectus relating to the Offeringits 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 liquidate all of the assets in the Trust Account investments and to transfer the total proceeds into a segregated to the trust operating account held by you on behalf of the Beneficiaries at JPMorgan Chase Bank, N.A. to await distribution to the Public ShareholdersStockholders. The Company has selected [·____________, 20__] as the effective date for the purpose of determining when the Public Shareholders Stockholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust operating account. You agree to be the Paying Agent of record and, and in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders Stockholders in accordance with the terms of the Trust Agreement and the amended Amended and restated memorandum and articles Restated Certificate of association Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating funds in the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, LIV Capital Acquisition Corp. CO2 ENERGY TRANSITION CORP. By: Name: Xxxxx Xxxxxxx Title: Chief Executive Officer cc: EarlyBirdCapitalKingswood, Inc. division of Kingswood Capital Partners LLC EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx 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 No- Extension Letter Dear Xx. Tax Payment 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(j1(k) of the Investment Management Trust Agreement between LIV Capital Acquisition CO2 Energy Transition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2019 2023 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $[·] redeeming Public Stockholders of the Company $ of the principal and interest income earned on the Property as of the date hereofhereof 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 the its tax obligations as set forth on the attached tax return or tax statement]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, LIV Capital Acquisition Corp. CO2 ENERGY TRANSITION CORP. By: Name: Xxxxx Xxxxxxx Title: Chief Executive Officer cc: EarlyBirdCapitalKingswood, Inc. EXHIBIT D [Letterhead division 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 Kingswood 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.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 LIV Capital Acquisition Corp. ClimateRock (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·●], 2019 2022 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [·●] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, LIV Capital Acquisition Corp. ClimateRock By: Name: Per Regnarsson Title: Chief Executive Officer and Director cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT C [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. 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.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 LIV Capital Cactus Acquisition Corp. 1 Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]November 2, 2019 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [·] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, LIV Capital Cactus Acquisition Corp. 1 Limited By: Name: Title: cc: EarlyBirdCapitalMoelis & Company LLC, Xxxxxxxxxxx & Co. Inc. EXHIBIT C [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. Tax Payment Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j) of the Investment Management Trust Agreement between LIV Capital Cactus Acquisition Corp. 1 Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]November 2, 2019 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 Cactus Acquisition Corp. 1 Limited By: Name: Title: cc: EarlyBirdCapitalMoelis & 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 No. Shareholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k) of the Investment Management Trust Agreement between LIV Capital Cactus Acquisition Corp. 1 Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]November 2, 2019 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 Cactus Acquisition Corp. 1 Limited By: Name: Title: cc: EarlyBirdCapitalMoelis & Company LLC, Xxxxxxxxxxx & Co. Inc.
Appears in 1 contract
Samples: Investment Management Trust Agreement (Cactus Acquisition Corp. 1 LTD)
Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) 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 [·], 2019 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [·] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, LIV Capital Acquisition Corp. II By: Name: Title: cc: EarlyBirdCapital, Inc. EXHIBIT C [Letterhead of Company] [Insert date] ·], 2021 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. 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 [·], 2019 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 [·], 2019 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(i1(k) of the Investment Management Trust Agreement between LIV Capital Acquisition Corp. ClimateRock (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·●], 2019 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [·] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, LIV Capital Acquisition Corp. By: Name: Title: cc: EarlyBirdCapital, Inc. EXHIBIT C [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. 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 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. ClimateRock By: Name: Per Regnarsson Title: Chief Executive Officer and Director cc: EarlyBirdCapitalMaxim Group LLC EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx Xxxxx, Inc.00xx Xxxxx Xxx Xxxx, XX 00000-0000 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 [ ], 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 [__________________________] or [the same manner as the funds currently on deposit in the Trust Account]. This is the ____ of up to three 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 LIV Capital Fortress Value Acquisition Corp. III (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]January 4, 2019 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s amended and restated memorandum and articles certificate of associationincorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated the trust operating account held by you on behalf of the Beneficiaries at X.X. Xxxxxx Chase Bank, N.A. to await distribution to the Public ShareholdersStockholders. The Company has selected [·[ ] as the effective date for the purpose of determining when the Public Shareholders Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders Stockholders in accordance with the terms of the Trust Agreement and the Company’s amended and restated memorandum and articles certificate of association of the Companyincorporation. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i1(j) of the Trust Agreement. Very truly yours, LIV Capital Fortress Value Acquisition Corp. III By: Name: Title: cc: EarlyBirdCapitalDeutsche Bank Securities Inc. BofA Securities, Inc. EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: [Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Xxxxxxxx] Re: Trust Account No. Tax Payment Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j1(j) of the Investment Management Trust Agreement between LIV Capital Fortress Value Acquisition Corp. III (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]January 4, 2019 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 Fortress Value Acquisition Corp. III By: Name: Title: cc: EarlyBirdCapitalDeutsche Bank Securities Inc. BofA Securities, Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account No. Shareholder Stockholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k1(k) of the Investment Management Trust Agreement between LIV Capital Fortress Value Acquisition Corp. III (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]January 4, 2019 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders 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 for distribution to the Shareholders who have requested redemption of their Ordinary Shareshereof. 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 Stockholders who have properly elected to have their Ordinary Shares shares of Common Stock redeemed by the Company in connection with a shareholder stockholder vote to approve an amendment to the provisions of the Company’s amended and restated memorandum and articles certificate of association incorporation (iA) that would affect 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 Ordinary Shares shares of Common Stock if the Company does has not complete its consummated an initial Business Combination within such time as is described in the required time period Company’s amended and restated certificate of incorporation or (iiB) with respect to any other provision relating to shareholdersstockholders’ 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 letterletter to the redeeming Public Stockholders in accordance with your customary procedures. Very truly yours, LIV Capital Fortress Value Acquisition Corp. III By: Name: Title: cc: EarlyBirdCapitalDeutsche 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(i1(i) of the Investment Management Trust Agreement between LIV Capital Generation Asia I Acquisition Corp. Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]January 19, 2019 2022 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination business combination with a Target target business (the “Business Combination”) within the time frame specified in the Company’s amended Amended and restated memorandum Restated Memorandum and articles Articles of associationAssociation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated the trust operating account held by you on behalf of the Beneficiaries at X.X. Xxxxxx Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected [·[ ] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust operating account. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended Amended and restated memorandum Restated Memorandum and articles Articles of association Association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i1(j) of the Trust Agreement. Very truly yours, LIV Capital Generation Asia I Acquisition Corp. Limited By: Name: Title: cc: EarlyBirdCapitalNomura Securities International, Inc. EXHIBIT C [Letterhead of Company] [Insert dateDate] Continental Stock Transfer & Trust Company Xxx 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 No. Tax Payment Withdrawal Instruction Xx. Xxxx Ladies and Xx. XxxxxxxxGentlemen: Pursuant to Section 1(j1(j) of the Investment Management Trust Agreement between LIV Capital Generation Asia I Acquisition Corp. Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]January 19, 2019 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 Generation Asia I Acquisition Corp. Limited By: Name: Title: cc: EarlyBirdCapitalNomura Securities International, Inc. EXHIBIT D [Letterhead of Company] [Insert dateDate] Continental Stock Transfer & Trust Company Xxx 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 No. Shareholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k1(k) of the Investment Management Trust Agreement between LIV Capital Generation Asia I Acquisition Corp. Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]January 19, 2019 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 Shareshereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds Pursuant to pay its Public Shareholders who have properly elected Section 2(h) of the Trust Agreement, this is to have their Ordinary Shares redeemed by 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 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 letterAmendment. Very truly yours, LIV Capital Generation Asia I Acquisition Corp. Limited By: Name: Title: cc: EarlyBirdCapitalNomura Securities International, Inc.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(i) of the Investment Management Trust Agreement between LIV Capital AIB Acquisition Corp. Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·●], 2019 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [·●] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, LIV Capital AIB Acquisition Corp. Corporation By: Name: Xxxx Xxxx Title: Chief Executive Officer and Chief Financial Officer cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT C [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. 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.Instruction
Appears in 1 contract
Samples: Investment Management Trust Agreement (AIB Acquisition Corp)
Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i1(i) of the Investment Management Trust Agreement between LIV Capital Acquisition CO2 Energy Transition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]________, 2019 2023 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business Company within the time frame specified in the Company’s amended Amended and restated memorandum and articles Restated Certificate of associationIncorporation, as described in the Company’s Prospectus prospectus relating to the Offeringits 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 liquidate all of the assets in the Trust Account investments and to transfer the total proceeds into a segregated to the trust operating account held by you on behalf of the Beneficiaries at JPMorgan Chase Bank, N.A. to await distribution to the Public ShareholdersStockholders. The Company has selected [·____________, 20__] as the effective date for the purpose of determining when the Public Shareholders Stockholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust operating account. You agree to be the Paying Agent of record and, and in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders Stockholders in accordance with the terms of the Trust Agreement and the amended Amended and restated memorandum and articles Restated Certificate of association Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating funds in the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, LIV Capital Acquisition Corp. CO2 ENERGY TRANSITION CORP. By: Name: X. Xxxx Xxxx Title: Chief Executive Officer cc: EarlyBirdCapital, Inc. XX Xxxxxx EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx 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 No- Extension Letter Dear Xx. Tax Payment 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(j1(k) of the Investment Management Trust Agreement between LIV Capital Acquisition CO2 Energy Transition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2019 2023 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $[·] redeeming Public Stockholders of the Company $ of the principal and interest income earned on the Property as of the date hereofhereof 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 the its tax obligations as set forth on the attached tax return or tax statement]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, LIV Capital Acquisition Corp. CO2 ENERGY TRANSITION CORP. By: Name: X. Xxxx Xxxx Title: Chief Executive Officer cc: EarlyBirdCapital, Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx Xxxxx XX 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 1 contract
Samples: Investment Management Trust Agreement (CO2 Energy Transition Corp.)
Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i1(k) of the Investment Management Trust Agreement between LIV Capital AIB Acquisition Corp. Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·•], 2019 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [·] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, LIV Capital Acquisition Corp. By: Name: Title: cc: EarlyBirdCapital, Inc. EXHIBIT C [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. 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 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 AIB Acquisition Corp. Corporation By: Name: Xxxx Xxxx Title: Chief Executive Officer and Chief Financial Officer cc: EarlyBirdCapitalMaxim Group LLC EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx Xxxxx, Inc.00xx Xxxxx Xxx Xxxx, XX 00000-0000 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 AIB Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company, dated as of [ ], 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 [__________________________] or [the same manner as the funds currently on deposit in the Trust Account]. This is the ____ of up to three Extension Letters that the Company is permitted to deliver to you pursuant to the Trust Agreement. Very truly yours, AIB Acquisition Corporation By: Name: Xxxx Xxxx Title: Chief Executive Officer and Chief Financial Officer And AGREED TO AND ACKNOWLEDGED BY Maxim Group LLC By:
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 LIV Capital Silver Spike Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2019 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [·] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, LIV Capital Silver Spike Acquisition Corp. By: Name: Title: cc: EarlyBirdCapital, Inc. Credit Suisse Securities (USA) LLC EXHIBIT C [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. Tax Payment Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j) of the Investment Management Trust Agreement between LIV Capital 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, LIV Capital Silver Spike Acquisition Corp. By: Name: Title: cc: EarlyBirdCapital, Inc. 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 LIV Capital 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, LIV Capital Silver Spike Acquisition Corp. By: Name: Title: cc: EarlyBirdCapital, Inc.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 LIV Capital Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2019 2022 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [·] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, LIV Capital Acquisition Corp. II By: Name: Title: cc: EarlyBirdCapital, Inc. EXHIBIT C [Letterhead of Company] [Insert date] ●], 2022 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. 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 [·], 2019 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 [·], 2019 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 LIV Capital Moringa Acquisition Corp. Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·●], 2019 February 19, 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [·] ●][______, 20___]1 as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, LIV Capital Moringa Acquisition Corp. Corp By: Name: Title: cc: EarlyBirdCapital, Inc. EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 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 No. - Tax Payment Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j) of the Investment Management Trust Agreement between LIV Capital Moringa Acquisition Corp. Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·●], 2019 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 Moringa Acquisition Corp. 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 Xxxx30th Floor New York, Xxx Xxxx 00000 New York 10004 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account No. - Shareholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k) of the Investment Management Trust Agreement between LIV Capital Moringa Acquisition Corp. Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·●], 2019 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 Moringa Acquisition Corp. 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(i1(i) of the Investment Management Trust Agreement between LIV Capital Keen Vision Acquisition Corp. Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·____], 2019 2023 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended Amended and restated memorandum Restated Memorandum and articles Articles of associationAssociation, as described in the Company’s Prospectus prospectus relating to the Offeringits IPO. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer keep the total proceeds into a segregated account held by you on behalf of thereof in the Beneficiaries Trust Operating Account at X.X. Xxxxxx Xxxxx Bank, N.A. to await distribution to the Public Shareholders. The Company has selected [·[ ____ , 2023][1] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record andrecord, and in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended Amended and restated memorandum Restated Memorandum and articles Articles of association Association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i1(i) of the Trust Agreement. Very truly yours, LIV Capital Acquisition Corp. KEEN VISION ACQUISITION CORPORATION By: Name: Title: cc[1]12 months from the closing of the IPO By: EarlyBirdCapitalName: Title: Secretary/Assistant Secretary Acknowledged and Agreed: XX Xxxxxx, Inc. division of Benchmark Investments, LLC By: Name: Title: EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx 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 No. Tax Payment - [Tax][Working Capital] Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j1(j) of the Investment Management Trust Agreement between LIV Capital Keen Vision Acquisition Corp. Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·●], 2019 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: [WIRE INSTRUCTION INFORMATION] Very truly yours, LIV Capital Keen Vision Acquisition Corp. Corporation By: Name: Title: cc: EarlyBirdCapitalXX Xxxxxx, Inc. division of Benchmark Investments, LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx 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 No. - Shareholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k1(k) of the Investment Management Trust Agreement between LIV Capital Keen Vision Acquisition Corp. Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·●], 2019 2023 (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 to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Shareholders who have requested redemption of 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 its the Public Shareholders who have properly elected to have their Ordinary Public Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the provisions of the Company’s amended Amended and restated memorandum Restated Memorandum and articles Articles of association (i) that would affect 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 its public Ordinary the Public Shares if the Company does has not complete its consummated an initial Business Combination within such time as is described in the required time period Company’s Amended and Restated Memorandum and Articles of Association or (ii) with respect to any other provision affect provisions of the Company’s Amended and Restated Memorandum and Articles of Association relating to shareholders’ rights or the Company’s pre-initial Business Combination activityactivity 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 letterletter to a segregated account held by you on behalf of such Public Shareholders. Very truly yours, LIV Capital Keen Vision Acquisition Corp. Corporation By: Name: Title: cc: EarlyBirdCapitalXX Xxxxxx, Inc.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(i1(i) of the Investment Management Trust Agreement between LIV Capital Verity Acquisition Corp. Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]________, 2019 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business Company within the time frame specified in the Company’s amended Amended and restated memorandum and articles Restated Certificate of associationIncorporation, as described in the Company’s Prospectus prospectus relating to the Offeringits 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 liquidate all of the assets in the Trust Account investments and to transfer the total proceeds into a segregated to the trust operating account held by you on behalf of the Beneficiaries at JPMorgan Chase Bank, N.A. to await distribution to the Public ShareholdersStockholders. The Company has selected [·____________, 20__] as the effective date for the purpose of determining when the Public Shareholders Stockholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust operating account. You agree to be the Paying Agent of record and, and in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders Stockholders in accordance with the terms of the Trust Agreement and the amended Amended and restated memorandum and articles Restated Certificate of association Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating funds in the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, LIV Capital Acquisition Corp. VERITY ACQUISITION CORPORATION By: Name: Xxxx Xxx Title: Chief Executive Officer cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx X.X. 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account No. Tax Payment Instruction Withdrawal Instructions Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j2(a) of the Investment Management Trust Agreement between LIV Capital Verity Acquisition Corp. Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]________, 2019 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 its tax obligations as set forth on the attached tax return or tax statement]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, LIV Capital Acquisition Corp. VERITY ACQUISITION CORPORATION By: Name: Xxxx Xxx Title: Chief Executive Officer 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.Maxim Group LLC
Appears in 1 contract
Samples: Investment Management Trust Agreement (Verity Acquisition Corp)
Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i1(k) of the Investment Management Trust Agreement between LIV Capital AIB Acquisition Corp. Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·●], 2019 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [·] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, LIV Capital Acquisition Corp. By: Name: Title: cc: EarlyBirdCapital, Inc. EXHIBIT C [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. 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 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 AIB Acquisition Corp. Corporation By: Name: Xxxx Xxxx Title: Chief Executive Officer and Chief Financial Officer cc: EarlyBirdCapitalMaxim Group LLC EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx Xxxxx, Inc.00xx Xxxxx Xxx Xxxx, XX 00000-0000 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 AIB Acquisition Corporation (“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 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 [__________________________] or [the same manner as the funds currently on deposit in the Trust Account]. This is the ____ of up to three Extension Letters that the Company is permitted to deliver to you pursuant to the Trust Agreement. Very truly yours, AIB Acquisition Corporation By: Name: Xxxx Xxxx Title: Chief Executive Officer and Chief Financial Officer And AGREED TO AND ACKNOWLEDGED BY Maxim Group LLC By: __________
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 LIV Capital Acquisition Corp. ClimateRock (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]April 27, 2019 2022 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [·●] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, LIV Capital Acquisition Corp. ClimateRock By: Name: Per Regnarsson Title: Chief Executive Officer and Director cc: EarlyBirdCapital, Inc. Maxim Group LLC EXHIBIT C [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. – Tax Payment Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j) of the Investment Management Trust Agreement between LIV Capital Acquisition Corp. ClimateRock (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]April 27, 2019 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. ClimateRock By: Name: Per Regnarsson Title: Chief Executive Officer cc: EarlyBirdCapital, Inc. 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 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. ClimateRock (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]April 27, 2019 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. ClimateRock By: Name: Per Regnarsson Title: Chief Executive Officer and Director cc: EarlyBirdCapitalMaxim Group LLC EXHIBIT E [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx Xxxxx Xxxxxx, Inc.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 LIV Capital Acquisition CO2 Energy Transition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·]________, 2019 2023 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business Company within the time frame specified in the Company’s amended Amended and restated memorandum and articles Restated Certificate of associationIncorporation, as described in the Company’s Prospectus prospectus relating to the Offeringits 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 liquidate all of the assets in the Trust Account investments and to transfer the total proceeds into a segregated to the trust operating account held by you on behalf of the Beneficiaries at JPMorgan Chase Bank, N.A. to await distribution to the Public ShareholdersStockholders. The Company has selected [·____________, 20__] as the effective date for the purpose of determining when the Public Shareholders Stockholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust operating account. You agree to be the Paying Agent of record and, and in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders Stockholders in accordance with the terms of the Trust Agreement and the amended Amended and restated memorandum and articles Restated Certificate of association Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating funds in the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement. Very truly yours, LIV Capital Acquisition Corp. CO2 ENERGY TRANSITION CORP. By: Name: Xxxxx Xxxxxxx Title: Chief Executive Officer cc: EarlyBirdCapital, Inc. XX Xxxxxx EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx 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 No- Extension Letter Dear Xx. Tax Payment 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(j1(k) of the Investment Management Trust Agreement between LIV Capital Acquisition CO2 Energy Transition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2019 2023 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $[·] redeeming Public Stockholders of the Company $ of the principal and interest income earned on the Property as of the date hereofhereof 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 the its tax obligations as set forth on the attached tax return or tax statement]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, LIV Capital Acquisition Corp. CO2 ENERGY TRANSITION CORP. By: Name: Xxxxx Xxxxxxx Title: Chief Executive Officer cc: EarlyBirdCapital, Inc. EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx Xxxxx XX 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 1 contract
Samples: Investment Management Trust Agreement (CO2 Energy Transition Corp.)