Trust Waiver. Prospect’s initial public offering was consummated on November 14, 2007 as a result of which it received net proceeds of $247 million which are held in a trust fund established by Prospect for the benefit of its public stockholders (the “Trust Fund”). The Trust Fund is invested in U.S. government securities in a trust account at JPMorgan Chase Bank, NA and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Account Agreement, dated as of November 14, 2007 (the “Trust Agreement”), between Prospect and Trustee. Seller understands that, except for a portion of the interest earned on the amounts held in the Trust Fund, Prospect may disburse monies from the Trust Fund only: (a) to Prospect in limited amounts from time to time (and in no event more than $2,750,000 in total) in order to permit Prospect to pay its operating expenses; (b) if Prospect completes a Business Combination, to certain dissenting public stockholders, to the underwriters in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to Prospect; and (c) if Prospect fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Prospect in limited amounts to permit Prospect to pay the costs and expenses of its liquidation and dissolution, and then to Prospect’s public stockholders (as such term is defined in the Trust Agreement). Seller agrees that it does not now have, and shall not at any time have, other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, any claim to, or make any claim against, the Trust Fund or any asset contained therein, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between Seller, on the one hand, and Prospect, on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Seller hereby irrevocably waives any and all claims it may have, now or in the future (in each case, however, prior to the consummation of a Business Combination), and will not seek recourse against, the Trust Fund for any reason whatsoever in respect thereof. In the event Seller commences any action or proceeding based upon, in conne...
Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the Trust Account, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever; provided, however, that if the Maker completes a Business Combination, the Maker shall repay the principal balance of this Note, which may be out of the proceeds released to the Maker from the Trust Account.
Trust Waiver. Investor acknowledges that the SPAC is a blank check company with the powers and privileges to effect a business combination and that a trust account has been established by the SPAC in connection with its initial public offering (“Trust Account”). Investor waives any and all right, title and interest, or any claim of any kind it now has or may have in the future, in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account for any claims in connection with, as a result of, or arising out of this Agreement; provided, however, that nothing in this Section 3.3 shall (a) serve to limit or prohibit Investor’s right to pursue a claim against the SPAC for legal relief against assets outside the Trust Account, for specific performance or other relief, (b) serve to limit or prohibit any claims that Investor may have in the future against the SPAC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds), or (c) be deemed to limit Investor’s right, title, interest or claim to the Trust Account by virtue of Investor’s record or beneficial ownership of securities of the SPAC acquired by any means other than pursuant to this Agreement, including but not limited to any redemption right with respect to any such securities of the SPAC.
Trust Waiver. Notwithstanding anything to the contrary herein, the Purchaser hereby waives any and all right, title, interest or claim of any kind (“Claim”) related to the Private Placement Warrants or this Agreement in or to any distribution from the trust account in which the proceeds of the Public Offering, as described in greater deal in the Registration Statement and the related prospectus, will be deposited (the “Trust Account”), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any amounts contained in the trust account in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker and the proceeds of the sale of securities in a private placement to occur prior to the effectiveness of the IPO, as described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, will be placed, and xxxxxx agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim from the trust account or any distribution therefrom for any reason whatsoever.
Trust Waiver. Notwithstanding anything herein to the contrary, the Buyer hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established in which proceeds of the initial public offering (the “IPO”) conducted by the Company (including the deferred underwriting discounts and commissions) and proceeds of the sale of the warrants issued in a private placement to occur in connection with the consummation of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus to be filed with the SEC in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.
Trust Waiver. Payee has read the Prospectus and understands that Maker has established the trust account described in the Prospectus, initially in an amount of $46 million for the benefit of the public stockholders and the underwriters of Maker’s initial public offering (the “Underwriters”) and that, except for certain exceptions described in the Prospectus, Maker may disburse monies from the trust account only: (i) to the public stockholders in the event of the conversion of their shares or the liquidation of Maker; or (ii) to Maker and the Underwriters after consummation of a Business Combination. Notwithstanding anything herein to the contrary, Payee 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 “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Maker and will not seek recourse against the trust account for any reason whatsoever.
Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of the trust account in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker and the proceeds of the sale of the securities issued in a private placement to be consummated concurrently with the completion of the initial business combination of the Maker, as described in greater detail in the registration statement (the “Registration Statement”) and prospectus (the “Prospectus”) filed with the Securities and Exchange Commission in connection with the IPO, will be deposited, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.
Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of the trust account in which the proceeds of Maker’s IPO and the proceeds of the sale of the securities issued in a private placement to be consummated concurrently with the completion of the Maker’s IPO, as described in greater detail in the Registration Statement, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.
Trust Waiver. The Trust Account is invested in U.S. government securities in a trust account at Bank of America, N.A. and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Account Agreement, dated as of December 11, 2007, between United and Trustee. Other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, Seller agrees that it does not now have, and shall not at any time have, any claim to, or make any claim against, the Trust Account or any asset contained therein, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between Seller, on the one hand, and United, on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, Seller hereby irrevocably waives any and all claims it may have, now or in the future (in each case, however, prior to the consummation of a business combination), and will not seek recourse against, the Trust Account for any other reason whatsoever in respect thereof. Other than with respect to an action for the recovery of the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, in the event Seller commences any other action or proceeding based upon, in connection with, relating to or arising out of any matter relating to United, which proceeding seeks, in whole or in part, relief against the Trust Account or the public stockholders of United, whether in the form of money damages or injunctive relief, United shall be entitled to recover from Seller the associated legal fees and costs in connection with any such action.
