No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company acknowledges that it has read HL’s final prospectus dated June 27, 2018 (“Final Prospectus”) and understands that HL has established the Trust Fund for the benefit of HL’s public shareholders and that HL may disburse monies from the Trust Fund only (a) to HL’s public shareholders in the event they elect to convert their shares into cash in accordance with HL’s Charter Documents and/or the liquidation of HL or (b) to HL after, or concurrently with, the consummation of a business combination. The Company further acknowledges that, if the Transactions, or, upon termination of this Agreement, another business combination, are not consummated by July 2, 2020, or such later date as shall be set forth in an amendment to HL’s Amended and Restated Memorandum and Articles of Association for the purpose of extending the date by which HL must complete a business combination, HL will be obligated to return to its shareholders the amounts being held in the Trust Fund. Accordingly, the Company, on behalf of itself and its Affiliates, hereby waives all rights, title, interest or claim of any kind against HL to collect from the Trust Fund any monies that may be owed to them by HL for any reason whatsoever, including but not limited to a breach of this Agreement by HL or any negotiations, agreements or understandings with HL (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever; provided that: (a) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against HL pursuant to this Agreement for legal relief against monies or other assets of HL held outside the Trust Fund or for specific performance or other equitable relief in connection herewith and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to this Agreement against HL’s assets or funds that are not held in the Trust Fund. Furthermore, HL shall not execute any definitive agreement related to such business combination that (i) attempts to prevent HL from so filing or pursuing any such claim, or (ii) permits the Person that survives such combination not to assume HL’s obligation for damages in connection with this Agreement and the Transactions. This paragraph will survive the termination of this Agreement for any reason and will not expire and will not be altered in any way without the expres...
No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company and the Signing Shareholders acknowledge that they have read Parent’s final prospectus dated August 17, 2005 and understand that Parent has established the Trust Fund for the benefit of Parent’s public stockholders and that Parent may disburse monies from the Trust Fund only (a) to Parent’s public stockholders if they elect to convert their shares to cash in accordance with Parent’s Charter Documents and/or the liquidation of Parent or (b) to Parent after it consummates a business combination. The Company and the Signing Shareholders further acknowledge that, if the transactions contemplated by this Agreement or, upon termination of this Agreement, another business combination, are not consummated by August 23, 2007, Parent will be obligated to return to its stockholders the amounts being held in the Trust Fund. Accordingly, the Company and the Signing Shareholders, for themselves and their subsidiaries, affiliated entities, directors, officers, employees, stockholders, representatives and advisors, hereby waive all rights against Parent to collect from the Trust Fund any monies that may be owed to them by Parent for any reason whatsoever, including but not limited to a breach of this Agreement by Parent or any negotiations, agreements or understandings with Parent, and will not seek recourse against the Trust Fund at any time for any reason whatsoever.
No Claim Against Trust Fund. The Company acknowledges that, if the transactions contemplated by this Agreement are not consummated by July 19, 2007, Parent will be obligated to return to its stockholders the amounts being held in the Trust Fund. Accordingly, the Company hereby waive all rights against Parent to collect from the Trust Fund any moneys that may be owed to them by Parent for any reason whatsoever, including but not limited to a breach of this Agreement by Parent or any negotiations, agreements or understandings with Parent, and will not seek recourse against the Trust Fund for any reason whatsoever.
No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company and each of the Shareholders acknowledges that it has read Harmony’s final prospectus dated March 23, 2015 (“Final Prospectus”) and understands that Harmony has established the Trust Fund for the benefit of Harmony’s public stockholders and that Harmony may disburse monies from the Trust Fund only (a) to Harmony’s public stockholders in the event they elect to convert their shares into cash in accordance with Harmony’s Charter Documents and/or the liquidation of Harmony, (b) to Harmony to pay for its tax obligations or (c) to Harmony after, or concurrently with, the consummation of a business combination. The Company and each of the Shareholders further acknowledges that, if the transactions contemplated by this Agreement, or, upon termination of this Agreement, another business combination, are not consummated by March 27, 2017, or such later date as shall be set forth in an amendment to Article 6(C) of Harmony’s Amended and Restated Certificate of Incorporation for the purpose of extending the date by which Harmony must complete a business combination, Harmony will be obligated to return to its public stockholders the amounts being held in the Trust Fund. Accordingly, if and only if, the Closing does not occur: the Company, for itself and its Subsidiaries, affiliated entities, directors, officers, employees, shareholders, representatives, advisors and all other associates and affiliates, and each of the Shareholders hereby waive all rights, title, interest or claim of any kind against Harmony to collect from the Trust Fund any monies that may be owed to them by Harmony for any reason whatsoever, including but not limited to a breach of this Agreement by Harmony or any negotiations, agreements or understandings with Harmony (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever. This paragraph will survive this Agreement and will not expire and will not be altered in any way without the express written consent of Harmony and the Company.
No Claim Against Trust Fund. Sellers acknowledge that, if the transactions contemplated by this Agreement are not consummated by Buyer by August 5, 2008 (subject to a six-month extension in certain circumstances), Buyer will be obligated to return to its stockholders the amounts being held in the Trust Fund. Accordingly, Sellers hereby waive all rights against Buyer to collect from the Trust Fund any moneys that may be owed to them by Buyer for any reason whatsoever, including but not limited to a breach of this Agreement by Buyer or any negotiations, agreements or understandings with Buyer (other than as a result of the Acquisition, pursuant to which the Company would have the right to collect the monies in the Trust Fund), and will not seek recourse against the Trust Fund for any reason whatsoever.
No Claim Against Trust Fund. Notwithstanding anything to the contrary, in no event shall a Company Indemnitee have any rights or claims against the Trust Fund unless and until the transactions contemplated by this Agreement are consummated and the Trust Fund is released in accordance with the terms thereof. In the event this Agreement is terminated prior to the consummation of the Merger by any party, no Company Indemnitee shall have a claim against the Trust Fund for any reason whatsoever.
No Claim Against Trust Fund. It is understood by the Founder and the Company that in the event of breach of this Agreement or any other Transactional Documents by China Growth, that they have no right to any amount held in the Trust Account and they will not make any claim against the amount of the funds held in the Trust Account.
No Claim Against Trust Fund. Each of the Seller and the Company hereby acknowledges that it understands that the Buyer has established a trust account at JPMorgan Chase Bank, N.A. (the “Trust Account”), initially in an amount of approximately $96,200,000 (including deferred underwriting discount and commission of $5,468,000), for the benefit of the Buyer’s public stockholders and that the Buyer may disburse monies from the Trust Account only (a) to the Buyer’s public stockholders (i) in the event they elect to exercise their Conversion Rights, or (ii) in the event of the liquidation of the Buyer, (b) to the Buyer concurrently with the consummation of a business combination, as described in the Prospectus (a “Business Combination”), or (c) solely with respect to underwriter’s deferred discounts and commissions placed in the Trust Account, to FTN Midwest Securities Corp. after consummation of a Business Combination. Each of the Seller and the Company hereby 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 with the Buyer and will not seek recourse against the Trust Account for any reason whatsoever.
No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, Seller acknowledges that it has read Purchaser's final prospectus dated June 30, 2005 and understands that Purchaser has established the Trust Fund for the benefit of Purchaser's public stockholders and that Purchaser may disburse monies from the Trust Fund only (a) to Purchaser's public stockholders in the event they elect to convert their shares into cash in accordance with Purchaser's Charter Documents and/or the liquidation of Purchaser or (b) to Purchaser after it consummates a business combination. Seller further acknowledges that, if the transactions contemplated by this Agreement, or, upon termination of this Agreement, another business combination, are not consummated by July 6, 2007, Purchaser will be obligated to return to its stockholders the amounts being held in the Trust Fund. Accordingly, Seller, for itself and its Subsidiaries, affiliated entities, managers, officers, employees, members, representatives, advisors and all other associates and affiliates, hereby waive all rights, title, interest or claim of any kind against Purchaser to collect from the Trust Fund any monies that may be owed to them by Purchaser for any reason whatsoever, including but not limited to a breach of this Agreement by Purchaser or any negotiations, agreements or understandings with Purchaser (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever. This paragraph will survive this Agreement and will not expire and will not be altered in any way without the express written consent of Purchaser.
No Claim Against Trust Fund. It is understood by the Warrantors that in the event of breach of this Agreement or any other Transactional Documents by Buyer, that they have no right to any amount held in the Trust Account and they will not make any claim against Buyer that would adversely affect the business, operations or prospects of Buyer or the amount of the funds held in the Trust Account.
