Trust Account Waiver Acknowledgment. The Company will seek to have all vendors, service providers (other than independent accountants), prospective target businesses or other entities with which it does business enter into agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Shareholders. If a prospective target business or vendors, service providers or third party were to refuse to enter into such a waiver, management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial than any alternative.
Trust Account Waiver Acknowledgment. The Company hereby agrees that it will use its reasonable best efforts prior to engaging in discussions with any person or entity with which the Company seeks to consummate a Business Transaction (“Target”) or obtaining the services of any vendor to acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing, that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $50,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the public stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the holders of the IPO shares in the event they elect to redeem their IPO Shares in connection with the consummation of a Business Transaction, (ii) to the holders of the IPO Shares if the Company fails to consummate a Business Transaction within 15 months from the date of the Prospectus, or (iii) to the Company after or concurrently with the consummation of a Business Transaction and (b) for and in consideration of the Company (i) agreeing to evaluate such Target for purposes of consummating a Business Transaction with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote or written consent of at least a majority of its Board of Directors. The term “IPO Shares” means the shares of Common Stock contained in the Public Securities.
Trust Account Waiver Acknowledgment. The Company hereby agrees that it will not commence its due diligence investigation of any operating business in the business process industry which the Company seeks to acquire (the “Target Business”) unless and until such Target Business acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established a Trust Account, initially in an amount of $[•] ($[•] if the Underwriters exercise their option to purchase the Optional Units in full), including deferred underwriting discounts and commissions of $[•] ($[•] if the Underwriters exercise their option to purchase the Optional Units in full), for the benefit of the public stockholders and that the Company may disburse monies from the trust account only (i) to the public stockholders in the event they elect to convert their IPO Units (as defined in Section 3(ee)) or the Company liquidates or (ii) to the Company after it consummates a Business Combination and (b) for and in consideration of the Company agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it, such Target Business agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (the “Claims”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Notwithstanding the foregoing, in the event any Target Business refuses to acknowledge in writing that it does not have any rights, title, interest or claims of any kind in or to any monies in the Trust Account, the Company may nonetheless commence its due diligence investigations of such Target Business if and only if the Company’s management determines in good faith that the Company would be unable to obtain, on a reasonable basis, substantially similar opportunities from another entity willing to execute such a waiver.
Trust Account Waiver Acknowledgment. The Company hereby agrees that prior to commencing its due diligence investigation of any Target Business which the Company seeks to acquire for its Initial Business Combination or obtaining or contracting for the services or products of any third party (including any vendors, lenders or other entities the Company engages after the Offering), it will use its best efforts to cause the Target Business or third party to execute a waiver letter in the form attached hereto as Exhibit A. If a Target Business or other third party were to refuse to enter into such a waiver, the Company hereby agrees to enter into discussions with such Target Business or engage such other third party only if the Company determines that the Company could not obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to enter into such a waiver. Xxxxxx Xxxx-Xxx Xxxx and Xxxx & Company, Ltd. have agreed that they will be liable to the Company if and to the extent claims by third parties reduce the amounts in the Trust Account available for payment to the Company’s Public Shareholders in the event of a liquidation and the claims are made by a vendor for services rendered or products sold to the Company, by a third party with which the Company entered into a contractual relationship following the Effective Date or by a Target Business (the “Indemnity”), except (i) as to any claimed amounts owed to a third party who executed a valid and enforceable waiver, or (ii) as to any claims under the indemnity of the Underwriters pursuant to Section 8 of this Agreement against certain liabilities, including liabilities under the Securities Act.
Trust Account Waiver Acknowledgment. The Company hereby agrees that prior to commencing its due diligence investigation of any Target Business which the Company seeks to acquire for its initial Business Combination or obtaining the services of any third parties (including any vendors or other entities the Company engages after the Offering, but excluding the Company’s independent registered public accounting firm), it is required to cause the Target Business or third party to execute a waiver letter. If a Target Business or third party were to refuse to enter into such a waiver, the Company hereby agrees to enter into discussions with such Target Business or engage such third party only if the Company determines that the Company could not obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to enter into such a waiver.
Trust Account Waiver Acknowledgment. The Company hereby agrees that prior to commencing its due diligence investigation of any operating business in the agriculture industry which the Company seeks to acquire for its initial Business Combination ( “Target Business”) or obtaining the services of any vendor it will use its reasonable best efforts to cause the Target Business or the vendor to execute a waiver letter in the forms attached hereto as Exhibit B and C, respectively. It is understood that the Company may not be able to obtain such a waiver letter in some or all circumstances, and in the event that a vendor or Target Business refuses to enter into such a waiver letter, the Company may engage such vendor or commence due diligence investigations of, or enter into discussions with, such Target Business, provided the Company determines that it would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to enter into such a waiver.
Trust Account Waiver Acknowledgment. The Company hereby agrees that, prior to entering into a written letter of intent, confidentiality or non-disclosure agreement or other written agreement with a target business (“Target Business”) or obtaining the services of any vendor or service provider (excluding, solely with respect to any deferred underwriters’ discounts and commissions, the Underwriters), the Company will use commercially reasonable efforts to cause such Target Business or vendor or service provider to acknowledge in writing, through such letter of intent, confidentiality agreement or other similar document (and subsequently acknowledged in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $150,000,000 (including deferred underwriting discounts and commissions of $5,700,000) for the benefit of the public stockholders of the Company and the Underwriters, as described in the Trust Agreement and as further described on Exhibit A attached hereto, and (b) for and in consideration of the Company (i) agreeing to enter into such agreement with such Target Business or (ii) agreeing to engage the services of the vendor or service provider, as the case may be, such Target Business or vendor or service provider agrees that it does not have any right, title, interest or claim in or to any amounts held in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.
Trust Account Waiver Acknowledgment. The Company hereby agrees that prior to commencing its due diligence investigation of any operating business which the Company seeks to acquire for its initial Business Combination (“Target Business”) or obtaining the services of any vendor, it will use its best efforts to cause the Target Business or vendor to execute a waiver letter substantially in the form attached hereto as Exhibit B. Notwithstanding the foregoing, in the event any Target Business, vendor or other third party refuses to execute such a letter, the Company may nonetheless commence its due diligence investigations of such Target Business or obtain the services of any such vendor or third party if and only if the Company’s board of directors determines in good faith after due inquiry that the Company would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver.
Trust Account Waiver Acknowledgment. The Company will seek to have all vendors, service providers (other than independent accountants), prospective target businesses or other entities with which it does business enter into agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Stockholders. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer.
Trust Account Waiver Acknowledgment. The Company hereby agrees that prior to commencing its due diligence investigation of any operating business which the Company seeks to acquire for its Initial Business Combination (a “Target Business”) or obtaining the services of any vendor, it will use its reasonable best efforts to cause the Target Business or vendor to execute a waiver letter in the form attached hereto as Exhibit A.
