De-SPAC Payment Clause Samples

A De-SPAC Payment clause defines the financial obligations that arise when a special purpose acquisition company (SPAC) completes a merger or acquisition with a target company, known as the "de-SPAC" transaction. This clause typically specifies the amount, timing, and conditions under which certain parties—such as sponsors, investors, or advisors—are entitled to receive payments related to the successful closing of the transaction. For example, it may require the SPAC to pay a fee to advisors upon consummation of the merger or allocate proceeds among stakeholders. The core function of this clause is to ensure that all parties understand and agree to the financial arrangements triggered by the de-SPAC event, thereby reducing disputes and providing clarity around compensation.
De-SPAC Payment. Any amounts funded by the Sponsor to the SPAC under a Drawdown Request shall not accrue interest and shall be promptly repaid by the SPAC to the Sponsor upon the De- SPAC Closing. Following receipt of such sums from the SPAC, and in any event within 5 business days of the De-SPAC Closing, the Sponsor or SPAC shall pay to the Investor, an amount equal to all Capital Calls funded under this Agreement (the “De-SPAC Payment”). The SPAC and Sponsor are jointly and severally obligated to make the De-SPAC Payment to the Investor. The Investor may elect at the De-SPAC Closing to receive such De-SPAC Payment in cash or shares of Class A Common Stock at a rate of 1 Class A Common Stock for each $10 of the Capital Calls funded under this Agreement. If the SPAC liquidates without consummating a De-SPAC, any amounts remaining in the Sponsor or SPAC’s cash accounts, not including the SPAC’s trust account, will be paid to the Investor within five (5) days of the liquidation.
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De-SPAC Payment. The Investor Capital Contribution does not and shall not accrue interest. Sponsor and SPAC, jointly and severally, agree to promptly repay, as a return of capital, an amount equal to the Investor’s Capital Contribution funded by Investor to Sponsor and SPAC (the “De-SPAC Payment”) within five (5) business days of the De-SPAC Closing. The Investor may elect at the De-SPAC Closing to receive such De-SPAC Payment in cash or shares of Class A Common Stock at a rate of 1 Class A Common Stock for each $10 of the Investor’s Capital Contribution funded under this Agreement. The Sponsor shall not sell, transfer, or otherwise dispose of any securities (including warrants) owned by the Sponsor without the Investor’s consent, other than shares transferred to third party investors in connection with financing for the De-SPAC Closing, up to the Transfer Cap, until the full amount of the Investor’s Capital Contribution has been paid to the Investor. If the SPAC liquidates without consummating a De-SPAC, any amounts remaining in the Sponsor or SPAC’s cash accounts after paying any outstanding third party invoices (excluding any due to the Sponsor), not including the SPAC’s trust account, will be paid to the Investor within five (5) days of the liquidation.
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Related to De-SPAC Payment

  • Rent Payment Tenant shall pay the Base Rent for the Premises and any additional rent provided herein without deduction or offset. Rent for any partial month during the lease term shall be prorated to reflect the number of days during the month that Tenant occupies the Premises. Additional rent means amounts determined under Section 19 of this Lease and any other sums payable by Tenant to Landlord under this Lease. Rent not paid when due shall bear interest at the rate of one-and-one-half percent per month until paid. Landlord may at its option impose a late charge of $.05 for each $1 of rent for rent payments made more than 10 days late in lieu of interest for the first month of delinquency, without waiving any other remedies available for default. Failure to impose a late charge shall not be a waiver of Landlord’s rights hereunder.

  • Rent Payments ▇▇▇▇▇▇ agrees to pay rent to the Landlord during the term of this Lease in equal monthly installments of $975, which shall be paid on or before the first day of the month. ▇▇▇▇▇▇ agrees that if rent is not paid in full on or before 1st day of the month, Tenant will pay a late charge of $97.50 as allowed by applicable Georgia law.The prorated rent from the commencement of this Lease to the first day of the following month is $975, which amount shall be paid at the execution of this Lease. ▇▇▇▇▇▇ agrees that rent shall be paid in lawful money of the United States via the ▇▇▇▇▇ Residents App. Rent payments shall be made payable to and mailed or delivered to the following address: P.O. Box 17942 Atlanta, GA 30316. All notices from Tenant to Landlord under this Lease and applicable Georgia law shall be delivered to the above address. ▇▇▇▇▇▇ agrees that rent will be deemed paid only once Landlord or Landlord’s agent receives the rent monies, either by mail or by delivery to the above address. If there are multiple Tenants signed to this Lease, all such Tenants are jointly, severally and individually bound by, and liable under, the terms and conditions of this Lease. A judgment entered against one Tenant shall be no bar to an action against other Tenants.

  • Tax Payment In the event it shall be determined that any ----------- payment (other than the payment provided for in this Section 10(a)) or ----- distribution of any type to or for the benefit of the Executive, by the Company, any Affiliate of the Company, any Person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company's assets (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder) or any Affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Total Payments"), is or will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive a payment in an amount equal to the Excise Tax imposed upon the Total Payments; provided, however that the Total -------- ------- Payments shall be reduced (but not below zero) if and to the extent that a reduction in the Total Payments would result in the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax) than if the Executive received the entire amount of such Total Payments and the amount equal to the Excise Tax. Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the foregoing, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating the portion of the Total Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's rights and entitlements to any benefits or compensation.

  • Excess Rent City shall receive fifty percent (50%) of all Excess Rent payable in connection with any Transfer. “Excess Rent” means the excess of (a) all consideration received by Tenant from a Transfer over (b) Rent payable under this Lease after deducting reasonable tenant improvements paid for by Tenant, reasonable attorneys’ fees and any other reasonable out-of-pocket costs paid by Tenant as a result of the Transfer (but specifically excluding any Rent paid to Landlord while the Premises is vacant).

  • Interim payment At the end of each of the periods indicated in Annex I the Contractor shall submit to the Agency a formal request for payment accompanied by those of the following documents which are provided for in the Special Conditions: ➢ an interim technical report in accordance with the instructions laid down in ▇▇▇▇▇ ▇; ➢ the relevant invoices indicating the reference number of the Contract and of the order or specific contract to which they refer;