Additional Agreements Acknowledgements and Waivers of the Purchaser. A. The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account”) for the benefit of its public shareholders upon the closing of the IPO. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, provided that nothing in this paragraph shall (i) serve to limit or prohibit such Purchaser’s right to pursue a claim against the Company for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief; (ii) serve to limit or prohibit any claims that such Purchaser may have in the future against the Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds); (iii) apply to such Purchaser’s rights or claims, if any, to any funds in the Trust Account with respect to any common stock sold as part of the units in the Public Offering or acquired in the aftermarket (if any) held by such Purchaser; and (iv) apply to any redemption and liquidation rights, if any, the Purchaser may have in respect of any Ordinary Shares held by it.
Appears in 2 contracts
Samples: Private Placement Warrants Purchase Agreement (GP-Act III Acquisition Corp.), Private Placement Warrants Purchase Agreement (GP-Act III Acquisition Corp.)
Additional Agreements Acknowledgements and Waivers of the Purchaser. A. The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account”) for the benefit of its public shareholders upon the closing of the IPO. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, provided that nothing in this paragraph shall (i) serve to limit or prohibit such the Purchaser’s right to pursue a claim against the Company for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief; (ii) serve to limit or prohibit any claims that such the Purchaser may have in the future against the Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds); (iii) apply to such the Purchaser’s rights or claims, if any, to any funds in the Trust Account with respect to any common stock sold as part of the units in the Public Offering or acquired in the aftermarket (if any) held by such the Purchaser; and (iv) apply to any redemption and liquidation rights, if any, the Purchaser may have in respect of any Ordinary Shares held by itit and (v) apply to any rights to the payment of a Deferred Underwriting Commission (as defined in the Underwriting Agreement), if any, the Purchaser may have pursuant to the Underwriting Agreement and the Investment Management Trust Agreement between the Company and Continental Stock Transfer & Trust Company.
Appears in 2 contracts
Samples: Private Placement Warrants Purchase Agreement (GP-Act III Acquisition Corp.), Private Placement Warrants Purchase Agreement (GP-Act III Acquisition Corp.)
