SPAC Closing Cash Clause Samples
The SPAC Closing Cash clause defines the minimum amount of cash that must be available in a Special Purpose Acquisition Company's (SPAC) trust account at the time a merger or acquisition transaction is completed. This clause typically specifies how much cash must remain after accounting for redemptions by SPAC shareholders and any transaction expenses, ensuring that the target company receives sufficient funds upon closing. Its core function is to protect the interests of the target company by guaranteeing a baseline level of funding, thereby reducing the risk that excessive redemptions or unforeseen costs will undermine the financial viability of the deal.
SPAC Closing Cash. At the Closing, the SPAC will have a minimum of US $185,000,000 in cash: (i) before any cash consideration, as applicable, is payable for any Other Transactions; (ii) after any payments due and payable for the SPAC’s, the Merger Sub’s and the Buyer’s expenses related to the closing of the Transaction, including all costs, fees, expenses and payments contingent on the closing of the Transaction; (iii) after reduction for the aggregate amount of payments required to be made in connection with the SPAC Stockholder Redemption; (iv) plus the Aggregate PIPE Proceeds, the proceeds from any additional PIPE or other equity or debt offerings (not including the Permitted Equity Financing); and (v) after taking into account any estimated debt or payables on the SPAC’s balance sheet as of the closing of the Transaction (collectively, the “SPAC Closing Cash”). Sellers will have received a certificate signed on behalf of Buyer, Merger Sub and the SPAC to such effect.
SPAC Closing Cash. The SPAC Closing Cash shall not be less than $15,000,000.
SPAC Closing Cash. (a) Buyer and the SPAC will use reasonable commercial efforts to promptly obtain private placement debt or equity financing to replace any deficiency in the SPAC Closing Cash, including any deficiency caused by any excessive shareholder redemptions of the SPAC Class A Shares in connection with the Transaction and the Other Transactions. Without limiting the foregoing, the Buyer and the SPAC shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to (i) consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements; (ii) satisfy in all material respects on a timely basis all conditions and covenants applicable to them in the Subscription Agreements and otherwise comply with their obligations thereunder; (iii) in the event that all conditions in the Subscription Agreements (other than conditions whose satisfaction is controlled by the Parties or their Affiliates and other than conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate the transactions contemplated by the Subscription Agreements at the time contemplated thereby; (iv) deliver notices to counterparties to the Subscription Agreements at least five Business Days prior to the Closing to cause them to fund their obligations at least three Business Days prior to the date that the Closing is scheduled to occur hereunder; and (v) use commercially reasonable efforts to enforce their rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions whose satisfaction is controlled by the Parties or any of their Affiliates and other than conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors to pay the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements in accordance with their terms. Without limiting the generality of the foregoing, Buyer and the SPAC shall give the Company prompt (and, in any event, within one (1) Business Day) written notice: (A) of any request from a PIPE Investor for any material amendment to its Subscription Agreement (other than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby); (B) of any material breach or default (or any event or circumstance that,...