Trust Funds; Liquidation Clause Samples
The 'Trust Funds; Liquidation' clause defines how funds held in trust are to be managed and distributed in the event of a liquidation. Typically, this clause outlines the procedures for safeguarding trust assets, prioritizing payments to beneficiaries or creditors, and ensuring compliance with legal requirements during the winding-up process. Its core function is to provide a clear framework for handling trust funds during liquidation, thereby protecting the interests of all parties and minimizing disputes over asset distribution.
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Trust Funds; Liquidation. (a) Upon consummation of the Transaction and notice thereof to the Trustee, proceeds held in the Trust Account maintained by Parent and governed by the terms of the Trust Account Agreement shall be eligible for release, and the Trustee shall thereupon be obligated to release as promptly as practicable to Parent the proceeds held in the Trust Account, free of any lien whatsoever.
(b) Effective as of the Effective Time, the obligations of Parent to dissolve or liquidate within a specified time period contained in the Parent Charter will terminate, and following the Effective Time no Parent stockholder shall be entitled to receive any amount from the Trust Account except to the extent such stockholder votes against the approval of this Agreement and the Transaction and demands, contemporaneous with such vote, that Parent convert such stockholder’s shares of Parent Common Stock into cash pursuant to the Parent Charter (the “Cash Conversion Obligations”).
(c) As of the date hereof, and at all times from the date hereof until the Closing Date, Parent has and will have no less than $122,000,000 in the Trust Account.
Trust Funds; Liquidation. (a) As of the date hereof, and at all times from the date hereof until the Effective Time and at the Effective Time, Parent has and will have no less than $20,000,000 invested in U.S. government securities in a trust account at a New York branch of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (the “Trust Account”), held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Agreement dated as of August 25, 2003 between Parent and the Trustee (the “Trust Agreement”). Upon consummation of the Merger and notice thereof to the Trustee, the Trust Account will terminate and the Trustee shall thereupon be obligated to release as promptly as practicable to Parent the funds and government securities held in the Trust Account, which funds and government securities will be free of any Lien whatsoever and, after taking into account any funds paid to holders of IPO Shares who shall have demanded that Parent convert their IPO Shares into cash pursuant to Article Fifth, paragraph B, of the Parent Charter and/or Section 8.8 of the Underwriting Agreement, will be available for use in the businesses of Parent, the Company and USPGI.
(b) Effective as of the Effective Time, the obligations of Parent to dissolve or liquidate within a specified time period contained in Article Fifth of the Parent Charter and/or Section 8.8 of the Underwriting Agreement will terminate, and effective as of the Effective Time Parent shall have no obligation whatsoever to dissolve and liquidate the assets of Parent by reason of the consummation of the Merger or the Transactions, and following the Effective Time no Parent stockholder shall be entitled to receive funds from the Trust Account except to the extent such stockholder votes against the approval of this Agreement and the Transactions and demands, contemporaneous with such vote, that Parent convert such stockholder’s shares of Parent Common Stock into cash pursuant to Article Fifth, paragraph B of the Parent Charter and/or Section 8.8 of the Underwriting Agreement.
Trust Funds; Liquidation. (a) As of the date hereof, and at all times from the date hereof until the Closing Date, Paramount has and will have no less than $53,500,000 invested in U.S. government securities in a trust account at ▇▇▇▇▇▇ Brothers Inc. (the “Trust Account”), held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Agreement, dated as of October 21, 2005, between Paramount and the Trustee (the “Trust Agreement”). Upon consummation of the Closing and notice thereof to the Trustee, the Trust Account will terminate and the Trustee shall thereupon be obligated to release as promptly as practicable the funds held in the Trust Account to; or to the order of, Paramount.
(b) Effective as of the Closing Date, the obligations of Paramount to dissolve or liquidate within a specified time period contained in Article Sixth of the Paramount Charter and Section 8.8 of the Underwriting Agreement will terminate, and effective as of the Closing Date, Paramount shall have no obligation whatsoever to dissolve and liquidate the assets of Paramount by reason of the consummation of the Closing and the other transactions contemplated by this Agreement and the other Transaction Agreements, and following the Closing, no Paramount stockholder shall be entitled to receive funds from the Trust Account except to the extent such stockholder votes against the approval of this Agreement and demands, contemporaneous with such vote, that Paramount convert such stockholder’s shares of Paramount Common Stock into cash pursuant to Article Sixth, paragraph B of the Paramount Charter and Section 8.8 of the Underwriting Agreement.
Trust Funds; Liquidation. As of the date hereof and at the Effective Time, HCAC has and will have no less than $8,600,000 invested in government securities in the Trust Fund. A true and correct copy of the Investment Management Trust Agreement dated March 8, 1996 between the Trustee and HCAC, which provides for the terms and conditions upon which the trust proceeds shall be released has been made available for review by Encore.
Trust Funds; Liquidation. 28 4.18. [Intentionally Omitted] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 (ii) 4