▇▇▇▇ and ▇▇ Sample Clauses
▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇▇: 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 has entered into an agreement with [__________] (the “Target Business”) to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”). 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 commence to liquidate all of the assets of the Trust Account and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating Account at ▇▇ ▇▇▇▇▇▇ Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Le...
▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇▇:
▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇▇: 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.
▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇▇: Pursuant to paragraphs 1(i) and 1(n) of the Investment Management Trust Agreement between Plutonian Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 9, 2022, as amended by the Amendment No. 1, dated August 8, 2023 (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 three month[s], from [●], 202_ to [●], 202_ (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 the contribution in the amount of $210,000 for such three-month extension until [●], 202_ (the “Contribution”), unless the Closing of the Company’s initial business combination shall have occurred, which will be wired to you, into the Trust Account investments upon receipt. Plutonian Acquisition Corp. By: Name: Title:
▇▇▇▇ and ▇▇. ▇▇▇▇ ▇▇▇ ▇▇▇; and three independent non-executive Directors, namely, ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. ▇▇ ▇▇▇▇ ▇▇▇▇ Kit and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇.
▇▇▇▇ and ▇▇. ▇▇▇▇ shall be admitted as a Nonvoting Member of the Company effective upon receipt by the Company of the ▇▇▇▇ Promissory Note and the letter of credit which is to secure the ▇▇▇▇ Promissory Note as provided above.
▇▇▇▇ and ▇▇. ▇▇▇▇ jointly and severally undertake that, for the period commencing from the date hereof and expiring on:
5.3.1 the date one year from a Qualified IPO; or
5.3.2 such date as the Investors shall hold less than 312,002 Shares, whichever shall occur the latest, they shall not reduce their existing equity interests, whether direct or indirect, in the registered capital (註冊資本) of any PRC Subsidiaries in which they hold equity interests at the date hereof, save for the purpose and only to the extent of the Group Reorganisation, and they shall not, after the Group Reorganisation or during such time as they hold direct or indirect equity interest in the Company, whichever is the earlier, at any time reduce their direct or indirect equity interests in the Company.
▇▇▇▇ and ▇▇. ▇▇▇▇. The Capital Contribution of ▇▇. ▇▇▇▇ and ▇▇. ▇▇▇▇ --------------------- 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 ▇▇. ▇▇▇▇ and ▇▇. ▇▇▇▇ to the Company in the aggregate principal amount of $450,000 (the "▇▇▇▇ Promissory Note"), such promissory note to be in the form attached to this Schedule 1 as Exhibit "A." The ▇▇▇▇ 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 ▇▇▇▇ Promissory Note to be considered as an asset of the Company for purposes of calculating the Company's net worth. ▇▇.
▇▇▇▇ and ▇▇. ▇▇▇ ▇▇▇ ▇▇▇ as independent non-executive Directors.
▇▇▇▇ and ▇▇. ▇▇▇▇ providing to the Investors a written undertaking under seal in form and substance to the satisfaction of the Investors to undergo the Group Reorganisation and to charge the Reorganisation Issue in favour of the Investors following the Group Reorganisation;