Common use of No Claim Against Trust Account Clause in Contracts

No Claim Against Trust Account. Notwithstanding anything else in this Agreement, the Seller Parties acknowledge that they have read Parent’s final prospectus dated May 9, 2011 (the “Prospectus”) and understand that Parent has established the trust account at J.X. Xxxxxx Cxxxx Bank, N.A. maintained by Continental Stock Transfer & Trust Company (the “Trust Account”), initially set in the amount of $72,720,000, for the benefit of the stockholders of Parent who purchased shares in Parent’s initial public offering and any of their transferees and that Parent may disburse monies from the Trust Account only (i) to such stockholders in the event of the redemption of their shares or the liquidation of Parent (ii) to Parent after it consummates an initial Business Combination (as defined in the Prospectus) or (iii) to effect repurchases of up to 50% of the Parent Common Stock issued in Parent’s initial public offering . Each of the Seller Agreement Parties 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 (“Trust Account Claim”) and hereby waives any Trust Account Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent and will not seek recourse against the Trust Account for any reason whatsoever. This paragraph will survive this Agreement and will not expire and will not be altered in any way without the express written consent of Parent.

No Claim Against Trust Account. Notwithstanding anything else in this Agreementto the contrary herein, the Seller Parties acknowledge that they have Company has read a copy of Parent’s final prospectus dated May 9August 25, 2011 2005 and filed with the SEC (the “IPO Prospectus”) and understand ). The Company understands that Parent is a special purpose acquisition company formed for the purpose of consummating a business combination (as described in the IPO Prospectus), must complete such business combination within 18 months (or 24 months if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months), has established the a trust account at J.X. Xxxxxx Cxxxx BankXxxxx Xxxxxx, N.A. maintained by Continental Stock Transfer & Trust Company acting as trustee, initially in an amount of $50,380,000 for the benefit of its public stockholders (the “Trust Account”), initially and does not have access to the funds in such Trust Account except under the circumstances set forth in the amount IPO Prospectus. On behalf of $72,720,000itself and its Subsidiaries, for the benefit of the stockholders of Parent who purchased shares in Parent’s initial public offering and any of their transferees and that Parent may disburse monies from the Trust Account only Company: (i) to such stockholders in the event of the redemption of their shares or the liquidation of Parent (ii) to Parent after it consummates an initial Business Combination (as defined in the Prospectus) or (iii) to effect repurchases of up to 50% of the Parent Common Stock issued in Parent’s initial public offering . Each of the Seller Agreement Parties hereby agrees that neither it does not have nor any of its Subsidiaries has any right, title, interest or claim of any kind in or to (a) any monies assets in the Trust Account, (b) assets of Parent to the extent such right, title, interest or claim would impair the amounts in the Trust Account or (“c) assets distributed from the Trust Account to Parent’s public stockholders (each such right, title, interest or claim a “Claim”); (ii) unless and until Parent completes another business combination, hereby waives any Trust Account Claim that it or any of its Subsidiaries may have in the future as a result of, or arising out of, this Agreement; and (iii) agrees that neither it nor any negotiations, contracts or agreements with Parent and of its subsidiaries will not seek recourse against the Trust Account or Parent’s public stockholders (in their capacity as stockholders of Parent or as recipients of liquidating distributions from Parent) for any reason whatsoever. This paragraph will survive this Agreement and will not expire and will not be altered in any way without the express written consent of Parent.

No Claim Against Trust Account. Notwithstanding anything else in this Agreement, the Seller Agreement Parties acknowledge that they have read Parent’s 's final prospectus dated May 9, 2011 (the “"Prospectus”") and understand that Parent has established the trust account at J.X. Xxxxxx Cxxxx Bank, N.A. maintained by Continental Stock Transfer & Trust Company (the “"Trust Account”"), initially set in the amount of $72,720,000, for the benefit of the stockholders of Parent who purchased shares in Parent’s 's initial public offering and any of their transferees and that Parent may disburse monies from the Trust Account only (i) to such stockholders in the event of the redemption of their shares or the liquidation of Parent (ii) to Parent after it consummates an initial Business Combination (as defined in the Prospectus) or (iii) to effect repurchases of up to 50% of the Parent Common Stock issued in Parent’s 's initial public offering . Each of the Seller Agreement Parties 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 (“"Trust Account Claim”") and hereby waives any Trust Account Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent and will not seek recourse against the Trust Account for any reason whatsoever. This paragraph will survive this Agreement and will not expire and will not be altered in any way without the express written consent of Parent.