Common use of Termination Letter Clause in Contracts

Termination Letter. Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Boulevard Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 2014 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on , 20 and to transfer the total proceeds into the trust checking account at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. to await distribution to the Public Stockholders. The Company has selected [ ](3) if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination before [ ], as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and 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, except to the extent otherwise provided in Section 1(j) of the Trust Agreement. Very truly yours, Boulevard Acquisition Corp. By: Name: Title:

Appears in 3 contracts

Sources: Investment Management Trust Agreement (Boulevard Acquisition Corp.), Investment Management Trust Agreement (Boulevard Acquisition Corp.), Investment Management Trust Agreement (Boulevard Acquisition Corp.)

Termination Letter. Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Boulevard Acquisition Corp. One Madison Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 2014 __________ (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on , 20 ____________ and to transfer the total proceeds into the trust checking account in the United States at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ JPMorgan Chase Bank, N.A. to await distribution to the Public StockholdersShareholders. The Company has selected [ ](3) if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination before [ ], __________ as the record date for the purpose of determining the Public Stockholders Shareholders entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate Memorandum and Articles of Incorporation Association of the Company. It is acknowledged and agreed that the aforementioned trust checking account is a non-interest bearing account and that while the funds are on deposit in said trust checking account awaiting distribution, no interest will be earned. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j1(i) of the Trust Agreement. Very truly yours, Boulevard Acquisition Corp. One Madison Corporation By: Name: Title:

Appears in 2 contracts

Sources: Investment Management Trust Agreement (One Madison Corp), Investment Management Trust Agreement (One Madison Corp)

Termination Letter. Gentlemen: Pursuant to Section paragraph 1(i) of the Investment Management Trust Agreement between Boulevard Goldenbridge Acquisition Corp. Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ [*], 2014 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination Business Combination with a Target Business (the “Business Combination”) Company within the time frame specified in the Company’s Amended and Restated Certificate Memorandum and Articles of IncorporationAssociation, as described in the Company’s Prospectus prospectus relating to the Offeringits IPO. Capitalized terms used but herein and not otherwise defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account investments on , 20 [______________] and to transfer the total proceeds into to the trust checking account Trust Operating Account at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ JPMorgan Chase Bank, N.A. to await distribution to the Public StockholdersShareholders. The Company has selected [ ](3) if the Company has executed a letter of intent[____________, agreement in principle or definitive agreement for an initial business combination before [ ], 20__] as the record effective date for the purpose of determining when the Public Stockholders Shareholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and, and in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate Memorandum and Articles of Incorporation Association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating funds in the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement. Very truly yours, Boulevard Acquisition Corp. GOLDENBRIDGE ACQUISITION LIMITED By: Name: Title: By: Name: Title: Secretary/Assistant Secretary cc: Maxim Group LLC Continental Stock Transfer & Trust Company ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Re: Trust Account No. [___________] Gentlemen: Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Goldenbridge Acquisition Limited (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [*], 2021 (“Trust Agreement”), the Company hereby requests that you deliver to the Company [$_______] of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: [WIRE INSTRUCTION INFORMATION] GOLDENBRIDGE ACQUISITION LIMITED By: Name: Title: cc: Maxim Group LLC Continental Stock Transfer & Trust Company ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Re: Trust Account No. [______________] Extension Letter Gentlemen: Pursuant to Section 1(l) of the Investment Management Trust Agreement between Goldenbridge Acquisition Limited (“Company”) and Continental Stock Transfer & Trust Company, dated as of [*], 2021 (“Trust Agreement”), this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional three (3) months, from _______ to _________ (the “Extension”). This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit [$500,000] [(or $575,000 if the underwriters’ over-allotment option was exercised in full)], which will be wired to you, into the Trust Account investments upon receipt. This is the ____ of up to three Extension Letters. Very truly yours, GOLDENBRIDGE ACQUISITION LIMITED By: Name: Title: cc: Maxim Group LLC Continental Stock Transfer & Trust Company ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Re: Trust Account No. [______________] - Irrevocable Instruction in Connection with Business Combination Gentlemen: Pursuant to paragraphs 1(m) and 3(g) of the Investment Management Trust Agreement between Goldenbridge Acquisition Limited (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [*], 2021 (“Trust Agreement”), this constitutes our irrevocable instruction to you to (i) in conjunction with the Business Combination (as defined in the Trust Agreement), disburse a per share amount of $______, for a total disbursement of $__________________which is not less than $10.00 (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) to ________________ (the “Shareholder”) for the _____________________ ordinary shares of the Company delivered to you prior to or concurrently herewith for redemption in connection with the Business Combination, and (ii) deliver to the Shareholder the amounts specified in clause (i) prior to delivering and amounts to the Depository Trust Company, the Company, or any person from whom you have not received an irrevocable instruction substantially similar to this one. The Shareholder wire instructions are attached. A share advice or DWAC instruction from our broker is also attached. The Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred by or asserted against you or any of them arising out of or in connection with the instructions set forth herein, the performance of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters in respect of which it is determined that you have acted with gross negligence or in bad faith. You shall have no liability to the Company in respect to any action taken or any failure to act in respect of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard on the advice of counsel. The Board of Directors of the Company has approved the foregoing irrevocable instructions and does hereby extend the Company’s irrevocable agreement to indemnify your firm for all loss, liability or expense in carrying out the authority and direction herein contained on the terms herein set forth. The Shareholder is intended to be and is a third party beneficiary of this letter and the irrevocable instructions set forth herein, and no amendment or modification to the instructions set forth herein may be made without the prior written consent of the Shareholder. By signing below, the person executing this letter certifies that they are duly authorized to execute this letter on behalf of the Company and to bind the Company to all of the terms and conditions contained herein. Very truly yours, GOLDENBRIDGE ACQUISITION LIMITED By: Name: Title: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee Name: Title: Cc: [SHAREHOLDER]. Shareholder Wire Instructions Share advice or instruction Continental Stock Transfer & Trust Company ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Re: Trust Account No. [______________] - Irrevocable Instruction in Connection with Business Combination Gentlemen: Pursuant to paragraphs 1(n) and 3(h) of the Investment Management Trust Agreement between Goldenbridge Acquisition Limited (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [*], 2021 (“Trust Agreement”), this constitutes our irrevocable instruction to you to (i) in conjunction with the Business Combination (as defined in the Trust Agreement), disburse a per share amount of $______, for a total disbursement of $_________________which is not less than $10.00 (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) per share to ________________ (the “Shareholder”) for the _____________________ ordinary shares of the Company delivered to you prior to or concurrently herewith for redemption in connection with the Business Combination, and (ii) deliver to the Shareholder the amounts specified in clause (i) prior to delivering and amounts to the Depository Trust Company, the Company, or any person from whom you have not received an irrevocable instruction substantially similar to this one. Our wire instructions are attached. We understand that a servicing fee of $250.00 will deducted from our payment. A share advice or DWAC instruction from our broker is attached. The Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred by or asserted against you or any of them arising out of or in connection with the instructions set forth herein, the performance of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters in respect of which it is determined that you have acted with gross negligence or in bad faith. You shall have no liability to the Company in respect to any action taken or any failure to act in respect of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard on the advice of counsel. The Board of Directors of the Company does hereby extend the Company’s irrevocable agreement to indemnify your firm for all loss, liability or expense in carrying out the authority and direction herein contained on the terms herein set forth. No amendment or modification to the instructions set forth herein may be made without the prior written consent of the Shareholder. By signing below, the person executing this letter certifies that they are duly authorized to execute this letter on behalf of the Shareholder and to bind the Shareholder to all of the terms and conditions contained herein. Very truly yours, [SHAREHOLDER] By: Name: Title: Acknowledged and Agreed: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee Name: Title:

Appears in 1 contract

Sources: Investment Management Trust Agreement (Goldenbridge Acquisition LTD)

Termination Letter. Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Boulevard Acamar Partners Acquisition Corp. II (the “Company”) and Continental American Stock Transfer & Trust Company Company, LLC (the “Trustee”), dated as of [ ], 2014 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on , 20 20[ * ] and to transfer the total proceeds into a segregated account held by you on behalf of the trust checking account at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. Beneficiaries to await distribution to the Public Stockholders. The Company has selected [ * ](3) if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination before [ ], 1 as the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and 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, except to the extent otherwise provided in Section 1(j1(i) of the Trust Agreement. Very truly yours, Boulevard Acamar Partners Acquisition Corp. II By: Name: Title: cc: BofA Securities, Inc. Credit Suisse Securities (USA) LLC G▇▇▇▇▇▇ Sachs & Co. LLC 1 24 months from the closing of the Offering. American Stock Transfer & Trust Company, LLC 6▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: AST Shareholder Services Re: Trust Account No. Tax Payment Withdrawal Instruction Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Acamar Partners Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Trustee”), dated as of , 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: Very truly yours, Acamar Partners Acquisition Corp. II By: Name: Title:

Appears in 1 contract

Sources: Investment Management Trust Agreement (Acamar Partners Acquisition Corp. II)