Common use of Xxxx and Xx Clause in Contracts

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

Appears in 3 contracts

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

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

Appears in 3 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Capstar Special Purpose Acquisition Corporation Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate did not effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of in the Trust Account and transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect thatPublic Stockholders. The Company has selected [_________, on 20__]1 as the Consummation Date, all effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated certificate of incorporation. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Capstar Special Purpose Acquisition Corporation Corp. By: Name: Title: cc: Barclays Capital Citigroup Global Markets Inc. BofA SecuritiesUBS Securities LLC BTIG, Inc. Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterLLC

Appears in 1 contract

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

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

Appears in 1 contract

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

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

Appears in 1 contract

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

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II AIB Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[●], 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement been unable to effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated memorandum and articles of association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Shareholders. The Company has selected [●] as the Consummation Date, all effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c‎1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II AIB Acquisition Corporation By: Name: Xxxx Xxxx Title: Chief Executive Officer and Chief Financial Officer cc: Barclays Capital Inc. BofA Securities, Inc. Maxim Group LLC Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterTax Payment Instruction

Appears in 1 contract

Samples: Investment Management Trust Agreement (AIB Acquisition Corp)

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

Appears in 1 contract

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

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Broadscale Acquisition Corporation Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s second amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of in the Trust Account and transfer keep the total proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held thereof in the Trust Account immediately upon your receipt to await distribution to the Public Stockholders. The Company has selected [_________, 20__]1 as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the Notification and liquidation proceeds. You agree to be the Instruction LetterPaying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s second amended and be distributed after the Consummation Date to the Companyrestated certificate of incorporation. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Broadscale Acquisition Corporation Corp. By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter:

Appears in 1 contract

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

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Acquisition Corporation ClimateRock (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[•], 2021 2022 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement been unable to effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated memorandum and articles of association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Shareholders. The Company has selected [•] as the Consummation Date, all effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c‎1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation ClimateRock By: Name: Per Regnarsson Title: Chief Executive Officer and Director cc: Barclays Capital Inc. BofA Securities, Inc. Maxim Group LLC Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterTax Payment Instruction

Appears in 1 contract

Samples: Investment Management Trust Agreement (ClimateRock)

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

Appears in 1 contract

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

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Capstar Special Purpose Acquisition Corporation Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate did not effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of in the Trust Account and transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect thatPublic Stockholders. The Company has selected [ , on 20 ]1 as the Consummation Date, all effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated certificate of incorporation. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Capstar Special Purpose Acquisition Corporation Corp. By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter:

Appears in 1 contract

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

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions LIV Capital Acquisition Corp. II Acquisition Corporation (the Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[●], 2021 2022 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement been unable to effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated memorandum and articles of association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Shareholders. The Company has selected [●] as the Consummation Date, all effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c‎1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions LIV Capital Acquisition Corp. II Acquisition Corporation By: Name: Title: cc: Barclays Capital Inc. BofA SecuritiesEarlyBirdCapital, Inc. Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterTax Payment Instruction

Appears in 1 contract

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

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions Silver Spike Acquisition Corp II Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[·], 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement been unable to effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated memorandum and articles of association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Shareholders. The Company has selected [·] as the Consummation Date, all effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c‎1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions Silver Spike Acquisition Corp II Acquisition Corporation By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter:

Appears in 1 contract

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

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Cascade Acquisition Corporation Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate did not effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s Charter, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of in the Trust Account and transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect thatPublic Stockholders. The Company has selected [_________, on 20__]1 as the Consummation Date, all effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company’s Charter. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Cascade Acquisition Corporation Corp. By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter:

Appears in 1 contract

Samples: Investment Management Trust Agreement (Cascade Acquisition Corp)

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Keen Vision Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [_________], 2021 2023 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (within the “Consummation Date”)time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s prospectus relating to its IPO. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of in the Trust Account and transfer to keep the total proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held thereof in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distributionto await distribution to the Public Shareholders. The Company has selected [ ____ , 2023][1] as the Company will not earn any interest or dividends. On the Consummation Date (i) counsel effective date for the Company shall deliver to you written notification that purpose of determining when the Business Combination has been consummated, or Public Shareholders will be consummated substantially concurrently with entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record, and in your transfer of separate capacity as Paying Agent, agree to distribute said funds directly to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Amended and be distributed after the Consummation Date to Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation KEEN VISION ACQUISITION CORPORATION By: Name: Title: cc[1]12 months from the closing of the IPO By: Barclays Capital Inc. BofA SecuritiesName: Title: Secretary/Assistant Secretary XX Xxxxxx, Inc. division of Benchmark Investments, LLC By: Name: Title: Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx. 30th Floor New York, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 NY 10004 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter[Tax][Working Capital] Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Keen Vision Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2023 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay [for the tax obligations as set forth on the attached tax return or tax statement] [its working capital expenses]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: Very truly yours, Keen Vision Acquisition Corporation By: Name: Title: cc: XX Xxxxxx, division of Benchmark Investments, LLC Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx. 30th Floor New York, NY 10004 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Shareholder Redemption Withdrawal Instruction Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(k) of the Investment Management Trust Agreement between Keen Vision Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2023 (the “Trust Agreement”), the Company hereby requests that you deliver $ of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of Public Shareholders who have properly elected to have their Ordinary Shares that were sold by the Company in the IPO (the “Public Shares”) redeemed by the Company as described below. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay the Public Shareholders who have properly elected to have their Public Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the ability of Public Shareholders to seek redemption in connection with an initial Business Combination or the Company’s obligation to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s Amended and Restated Memorandum and Articles of Association or to affect provisions of the Company’s Amended and Restated Memorandum and Articles of Association relating to the Company’s pre-initial Business Combination activity or related shareholder rights. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to a segregated account held by you on behalf of such Public Shareholders. Very truly yours, Keen Vision Acquisition Corporation By: Name: Title: cc: XX Xxxxxx, division of Benchmark Investments, LLC Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx. 30th Floor New York, NY 10004 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Extension Letter Dear Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(l) of the Investment Management Trust Agreement between Keen Vision Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company dated as of [ ], 2023 (“Trust Agreement”), this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional three (3)/six (6) months, from ______________ to ____________ (the “Extension”). This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. [In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $1,300,000 (or $1,495,000 if the underwriters’ over-allotment option was exercised in full), which will be wired to you, into the Trust Account investments upon receipt.] [Pursuant to our amended and restated memorandum and articles of association, we have entered into a letter of intent, agreement in principle or definitive agreement for a business combination within 9 months from the closing of our IPO, as evidenced by the press release attached hereto that the Company released on _________, 20___.] Very truly yours, Keen Vision Acquisition Corporation By: Name: Title:

Appears in 1 contract

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

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

Appears in 1 contract

Samples: Investment Management Trust Agreement (Sandbridge X2 Corp)

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

Appears in 1 contract

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

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

Appears in 1 contract

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

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

Appears in 1 contract

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

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Acquisition Corporation ClimateRock (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[●], 2021 2022 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement been unable to effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated memorandum and articles of association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Shareholders. The Company has selected [●] as the Consummation Date, all effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c‎1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation ClimateRock By: Name: Per Regnarsson Title: Chief Executive Officer and Director cc: Barclays Capital Inc. BofA Securities, Inc. Maxim Group LLC Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterTax Payment Instruction

Appears in 1 contract

Samples: Investment Management Trust Agreement (ClimateRock)

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

Appears in 1 contract

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

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

Appears in 1 contract

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

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

Appears in 1 contract

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

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

Appears in 1 contract

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

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

Appears in 1 contract

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

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

Appears in 1 contract

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

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

Appears in 1 contract

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

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Pine Island Acquisition Corporation Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) to consummate did not effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of in the Trust Account and transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect thatPublic Stockholders. The Company has selected [_________, on 20__]1 as the Consummation Date, all effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, Public Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated certificate of incorporation. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Pine Island Acquisition Corporation Corp. By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterCitigroup Global Markets Inc.

Appears in 1 contract

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

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i‎1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II AIB Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________[•], 2021 2022 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement been unable to effect a Business Combination with [__________] (the “Target Business”) to consummate a business combination with the Target Business (within the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours time frame specified in advance (or such shorter time the Company’s amended and restated memorandum and articles of association, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of in the Trust Account and to transfer the total proceeds to into a segregated account held by you on behalf of the Beneficiaries to await distribution to the effect that, on Public Shareholders. The Company has selected [•] as the Consummation Date, all effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer directly to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, Public Shareholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account amended and be distributed after the Consummation Date to restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c‎1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II AIB Acquisition Corporation By: Name: Xxxx Xxxx Title: Chief Executive Officer and Chief Financial Officer cc: Barclays Capital Inc. BofA Securities, Inc. Maxim Group LLC Continental Stock Transfer & Trust Company 0 Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination LetterTax Payment Instruction

Appears in 1 contract

Samples: Investment Management Trust Agreement (AIB Acquisition Corp)

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

Appears in 1 contract

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

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II HumanCo Acquisition Corporation Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”) been unable to consummate effect a business combination with the a Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours within the time frame specified in advance (or such shorter time the Company’s amended and restated certificate of incorporation, as you may agree) of described in the actual date of Company’s Prospectus relating to the consummation of the Business Combination (the “Consummation Date”)Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of in the Trust Account and transfer keep the total proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at XX Xxxxxx Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at X.X. Xxxxxx Xxxxx Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held thereof in the Trust Account immediately upon your receipt to await distribution to the Covered Stockholders. The Company has selected [_________, 20__]1 as the effective date for the purpose of determining when the Covered Stockholders will be entitled to receive their share of the Notification and liquidation proceeds. You agree to be the Instruction LetterPaying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Covered Stockholders in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same Agreement and the Company shall direct you as to whether such funds should remain in the Trust Account Company’s amended and be distributed after the Consummation Date to the Companyrestated certificate of incorporation. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. In , except to the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as extent otherwise provided in Section 1(c1(i) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possibleAgreement. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc. Continental Stock Transfer & Trust Company 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account - Termination Letter:

Appears in 1 contract

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

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