Xxxx and Xx Sample Clauses

Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Climate Real Impact Solutions II Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”), this is to advise you that the Company did not 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 and transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected [_________, 20__]1 as the effective date for the purpose of determining when the Public Stockholders will be 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 Company’s amended and restated certificate of incorporation. 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(i) of the Trust Agreement. Very truly yours, Climate Real Impact Solutions II Acquisition Corporation By: Name: Title: cc: Barclays Capital Inc. BofA Securities, Inc.
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Xxxx and Xx. Xxxxxxxx: Pursuant to Section ‎1(i) of the Investment Management Trust Agreement between LIV Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2019 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association, 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 and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [·] as the effective date for the purpose of determining when the Public Shareholders will be 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 Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association 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(i) of the Trust Agreement. Very truly yours, LIV Capital Acquisition Corp. By: Name: Title: cc: EarlyBirdCapital, Inc. EXHIBIT C [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account No. Tax Payment Instruction Xx. Xxxx and Xx. Xxxxxxxx: Pursuant to Section ‎1(j) of the Investment Management Trust Agreement between LIV Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2019 (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 i...
Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Xxxxxxxx Xxxx Alliance Holdings I, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2020 (the “Trust Agreement”), this is to advise you that the Company did not 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 and transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected [_________, 20__]1 as the effective date for the purpose of determining when the Public Stockholders will be 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 Company’s amended and restated certificate of incorporation. 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(i) of the Trust Agreement. Very truly yours, Xxxxxxxx Xxxx Alliance Holdings I, Inc. By: Name: Title: cc: X.X. Xxxxxx Securities, LLC Xxxxxx Xxxxxxx & Co. LLC
Xxxx and Xx. Xxxxxxxx: Pursuant to paragraphs 1(i) and 1(m) of the Investment Management Trust Agreement between TLG Acquisition One Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of January 27, 2021, as amended by the Amendment No. 1, dated December 19, 2022 (the “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 one month, from [•], 2023 to [•], 2023 (the “Extension”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. This Extension Letter shall serve as the notice required with respect to Extension prior to the applicable termination date (as may be extended in accordance with Section 1(i) of the Trust Agreement). In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit a contribution in the amount of $[•] for such one-month extension until [•], 2023, unless the Closing of the Company’s initial business combination shall have occurred, which will be wired to you, into the Trust Account upon receipt. Very truly yours, TLG Acquisition One Corp. By: Name: Title :
Xxxx and Xx. Xxxxxxxx: Pursuant to Section ‎1(j) of the Investment Management Trust Agreement between AIB Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2022 (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: [WIRE INSTRUCTION INFORMATION] Very truly yours, AIB Acquisition Corporation By: Name: Xxxx Xxxx Title: Chief Executive Officer cc: Maxim Group LLC EXHIBIT D [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx Re: Trust Account Shareholder Redemption Withdrawal Instruction
Xxxx and Xx. Xxxxxxxx: Pursuant to Section 1(i) of the Investment Management Trust Agreement between AF Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of March 18, 2021 (as amended, the “Trust Agreement”), this is to advise you that the Company did not effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated Certificate of Incorporation. 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 and transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected [__]1 as the effective date for the purpose of determining when the Public Stockholders will be 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(i) of the Trust Agreement. Very truly yours, AF Acquisition Corp. By: Name: Title: 1 August 23, 2023 or at a later date, if extended, unless an earlier date is determined by the Company’s Board of Directors.
Xxxx and Xx. Xxxx shall be admitted as a Nonvoting Member of the Company effective upon receipt by the Company of the Xxxx Promissory Note and the letter of credit which is to secure the Xxxx Promissory Note as provided above.
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Xxxx and Xx. Xxx Xxxx; and the independent non-executive Directors are Mr. Au Xxxxx Po Xxxx, Xx. Xxxx Xxxxxx and Xx. Xx Xxxxxx.
Xxxx and Xx. Xxx Xxx Xxxxxx; and the independent non-executive Directors are Mrs. Xx Xxxx Xxx Xxxx, Xx. Xx Xxx Xxx and Xx. Xxx Xxx Wo, Xxxxxxx. This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.
Xxxx and Xx. Xxxx. The Capital Contribution of Xx. Xxxx and Xx. Xxxx ---------------------- for the Nonvoting Units to be issued to them as set forth in Section 3.1 of the Agreement shall be a demand promissory note from Xx. Xxxx and Xx. Xxxx to the Company in the aggregate principal amount of $450,000 (the "Xxxx Promissory Note"), such promissory note to be in the form attached to this Schedule 1 as Exhibit "A." The Xxxx Promissory Note shall be secured by a letter of credit in the amount of $450,000 from a bank or other financial institution satisfactory to the Company and upon terms and conditions otherwise satisfactory to the Company. The terms and conditions of the letter of credit must, at a minimum, be sufficient so as to allow the Xxxx Promissory Note to be considered as an asset of the Company for purposes of calculating the Company's net worth. Xx.
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