Form of Letter Agreement Sample Contracts

FORM OF LETTER AGREEMENT FOR ADMINISTRATIVE SERVICES MEDIA & ENTERTAINMENT HOLDINGS, INC.
Form of Letter Agreement • September 9th, 2005 • Media & Entertainment Holdings, Inc.

This letter will confirm our agreement, that commencing on the effective date ("Effective Date") of the registration statement of the initial public offering ("IPO") of the securities of Media & Entertainment Holdings, Inc. ("Company") and continuing until the consummation by the Company of a "Business Combination" (as described in the Company's IPO prospectus), Transmedia Corporation ("Transmedia") shall make available to the Company certain administrative, technology and secretarial services, as well as the use of certain limited office space, including a conference room, in the Dallas, Texas area as may be required by the Company from time to time, situated at ____________________________ (or any successor location). In exchange therefor, the Company shall pay to Transmedia the sum of $7,500 per month (the "Fee") on the Effective Date and continuing monthly thereafter.

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FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, SHOULDERUP TECHNOLOGY SPONSOR LLC AND EACH OF THE EXECUTIVE OFFICERS AND DIRECTORS OF THE REGISTRANT
Form of Letter Agreement • November 12th, 2021 • ShoulderUP Technology Acquisition Corp. • Blank checks • New York

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospec

FORM OF LETTER AGREEMENT
Form of Letter Agreement • September 15th, 2023 • AI Transportation Acquisition Corp • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between AI TRANSPORTATION ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 5,000,000 of the Company’s units (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.0001 per share (the Ordinary Shares”) and one right to receive one-eighth of one Ordinary Share (the “Public Rights”). Holders of each of the Public Rights are entitled to receive one-eighth (1/8) of one Ordinary Share of upon consummation of the Company’s initial business combination, subject to adjustment as described in the Prospectus (as defined below).

FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, BET ON AMERICA LLC AND EACH OF THE EXECUTIVE OFFICERS AND DIRECTORS OF THE REGISTRANT
Form of Letter Agreement • March 1st, 2021 • BOA Acquisition Corp. • Blank checks • Delaware

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among BOA Acquisition Corp., a Delaware corporation (the “Company”), and BTIG, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will

FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE REGISTRANT AND MEMBERS OF MANAGEMENT OTHER THAN THE INITIAL STOCKHOLDERS]
Form of Letter Agreement • April 6th, 2006 • Healthcare Acquisition Partners Corp. • Blank checks • New York

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Healthcare Acquisition Partners Corp., a Delaware corporation (the “Company”), and FTN Midwest Securities Corp., as Representative (the “Representative”) of the Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each being exercisable for one share of Common Stock (each, a “Warrant”). The capitalized terms set forth on Schedule 1 attached hereto are hereby incorporated by reference herein.

FORM OF LETTER AGREEMENT
Form of Letter Agreement • June 27th, 2014 • Amg Funds
FORM OF LETTER AGREEMENT REGARDING OPTIONS GRANTED TO NON-EMPLOYEE DIRECTORS DURING FISCAL 2001 AND 2003
Form of Letter Agreement • January 26th, 2005 • Bj Services Co • Oil & gas field services, nec

This option is granted under and is governed by the terms and conditions of the Company’s 1997 Incentive Plan, including the Terms and Conditions attached hereto and incorporated herein by reference.

FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, ITS OFFICERS AND DIRECTORS AND HUDSON SPAC HOLDING, LLC
Form of Letter Agreement • October 20th, 2022 • Hudson Acquisition I Corp. • Blank checks • New York

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between HUDSON ACQUISITION I CORP., a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC (the “Representative”), as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of common stock of the Company, par value $0.0001 per share (the “Common Stock”) and one right (the “Right”). Each Right entitles the holder thereof to receive one-fifth (1/5) of one share of Common Stock upon the consummation of the Company’s initial business combination, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on

FORM OF LETTER AGREEMENT JK ACQUISITION CORP./4350 MANAGEMENT, LLC
Form of Letter Agreement • March 31st, 2006 • JK Acquisition Corp. • Blank checks
FORM OF LETTER AGREEMENT AMG Funds
Form of Letter Agreement • June 13th, 2014 • Amg Funds
FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE REGISTRANT AND MEMBERS OF MANAGEMENT OTHER THAN THE INITIAL STOCKHOLDERS]
Form of Letter Agreement • January 17th, 2006 • Healthcare Acquisition Partners Corp. • Blank checks • New York

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Healthcare Acquisition Partners Corp., a Delaware corporation (the “Company”), and FTN Midwest Securities Corp., as Representative (the “Representative”) of the Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each being exercisable for one share of Common Stock (each, a “Warrant”). The capitalized terms set forth on Schedule 1 attached hereto are hereby incorporated by reference herein.

FORM OF LETTER AGREEMENT AMG Funds
Form of Letter Agreement • June 30th, 2014 • Amg Funds
FORM OF LETTER AGREEMENT
Form of Letter Agreement • May 12th, 2008 • Sovereign Bancorp Inc • Savings institution, federally chartered

Banco Santander, S.A. Ciudad Grupo Santander Avda. de Cantabria, s/n-28660 Boadilla del Monte Madrid, Spain Attention: Ignacio Benjumea

FORM OF LETTER AGREEMENT
Form of Letter Agreement • June 13th, 2014 • Amg Funds
FORM OF LETTER AGREEMENT
Form of Letter Agreement • July 8th, 2016 • Amg Funds
FORM OF LETTER AGREEMENT NEWMARK GROUP, INC.
Form of Letter Agreement • December 1st, 2017 • Newmark Group, Inc. • Real estate agents & managers (for others) • Delaware

We understand that a takeover proposal may create uncertainty for highly valued employees such as yourself. In order to encourage you to remain in the employ of Newmark Group, Inc. and/or its subsidiaries (collectively, the “Company”) and to provide additional incentive for you to promote the success of the business of the Company, the Company has provided you with this agreement (this “Agreement”), which provides for certain payments and benefits in the event of a Change in Control. Capitalized terms used but not otherwise defined in this Agreement are defined in Exhibit A to this Agreement.

FORM OF LETTER AGREEMENT
Form of Letter Agreement • December 31st, 2012 • Managers Amg Funds
FORM OF LETTER AGREEMENT OF EXEMPT PERSON [tw telecom letterhead] [Date]
Form of Letter Agreement • January 30th, 2009 • Tw Telecom Inc. • Telephone communications (no radiotelephone)

Reference is hereby made to the Rights Agreement, dated as of January 20, 2009 (the “Rights Agreement”), between tw telecom inc. and Wells Fargo Bank, N.A., as Rights Agent. Capitalized terms used without definition in this letter have the meanings set forth in the Rights Agreement.

FORM OF LETTER AGREEMENT AMG SouthernSun Global Opportunities Fund Subadvisory Agreement
Form of Letter Agreement • July 8th, 2016 • Amg Funds
FORM OF LETTER AGREEMENT
Form of Letter Agreement • October 29th, 2021 • Impact Shares Trust I • Delaware
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FORM OF LETTER AGREEMENT Marijuana Company of America, Inc. Los Angeles, California 90071
Form of Letter Agreement • December 1st, 2021 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products

Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), entered into on June 29, 2021 by and among Marijuana Company of America, Inc. (the “Company”) and cDistro, Inc. ( “cDistro”).

FORM OF LETTER AGREEMENT REGARDING PHANTOM STOCK GRANTED TO NON-EMPLOYEE DIRECTORS DURING FISCAL 2004 [Date]
Form of Letter Agreement • January 26th, 2005 • Bj Services Co • Oil & gas field services, nec

Grant. I am pleased to inform you that the Compensation Committee (the “Committee”) of the Board of Directors of BJ Services Company (the “Company”) has granted to you [Number of Shares] shares of Phantom Stock pursuant to the BJ Services Company 2003 Incentive Plan (the “Plan”). The terms defined in the Plan are used in this Agreement with the same meaning.

Form of Letter Agreement
Form of Letter Agreement • March 11th, 2021 • Northern Genesis Acquisition Corp. III • Blank checks • New York

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Northern Genesis Acquisition Corp. III, a Delaware corporation (the “Company”), and Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, and TD Securities (USA) LLC, as representatives (the “Representatives”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-quarter of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”).

FORM OF LETTER AGREEMENT AMG Funds
Form of Letter Agreement • March 13th, 2015 • Amg Funds
FORM OF LETTER AGREEMENT
Form of Letter Agreement • August 14th, 2018 • Highland Global Allocation Fund • Massachusetts
FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, CITIGROUP GLOBAL MARKETS INC., MINDSET GROWTH SPONSOR I LLC, CERTAIN SECURITYHOLDERS AND EACH OF THE OFFICERS AND DIRECTORS OF THE REGISTRANT
Form of Letter Agreement • December 16th, 2021 • Mindset Growth Opportunities I Corp. • Blank checks • New York

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Mindset Growth Opportunities I Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,500,000 of the Company’s units (including up to 2,625,000 units that may be purchased to cover over-allotments, if any) (each, a “Unit”), each Unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Pub

Form of Letter Agreement
Form of Letter Agreement • December 5th, 2008 • Tib Financial Corp. • State commercial banks
FORM OF LETTER AGREEMENT] September 6, 2005
Form of Letter Agreement • September 7th, 2005 • National Penn Bancshares Inc • National commercial banks

National Penn Bancshares, Inc. ("NPB") and Nittany Financial Corp. ("NFC") are considering entering into a Merger Agreement dated September 6, 2005 (the "Agreement").

Form of Letter Agreement, dated October 24, 2003, extending Multi Line Facility
Form of Letter Agreement • December 23rd, 2003 • Check Mart of New Mexico Inc • Functions related to depository banking, nec

THIS IS AN IMPORTANT DOCUMENT WHICH, TOGETHER WITH THE ORIGINAL FACILITY LETTER, SETS OUT THE TERMS AND CONDITIONS OF YOUR GROUP OVERDRAFT FACILITY. PLEASE NOTE THAT OVERDRAFTS ARE REPAYABLE ON DEMAND. WE RECOMMEND THAT YOU TAKE INDEPENDENT LEGAL ADVICE IF YOU HAVE ANY DOUBTS REGARDING THE TERMS AND CONDITIONS OF THE FACILITY.

FORM OF LETTER AGREEMENT
Form of Letter Agreement • March 31st, 2014 • Managers Amg Funds
Form of Letter Agreement For Directors
Form of Letter Agreement • September 8th, 2006 • Community Banks Inc /Pa/ • National commercial banks
FORM OF LETTER AGREEMENT
Form of Letter Agreement • August 10th, 2011 • Driehaus Mutual Funds

This Agreement is made as of this ___ day of August, 2011 between DRIEHAUS MUTUAL FUNDS, a Delaware statutory trust (the “Trust”), and DRIEHAUS CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).

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