Common use of SPAC Closing Statement Clause in Contracts

SPAC Closing Statement. Not more than seven calendar days after the date that holders of SPAC Class A Shares may no longer elect redemption in accordance with the SPAC Shareholder Redemption, SPAC shall prepare and deliver to the Company a statement (the “SPAC Closing Statement”) setting forth: (a) the aggregate amount of cash in the Escrow Account (prior to giving effect to the SPAC Shareholder Redemption); (b) the aggregate amount of all payments required to be made in connection with the SPAC Shareholder Redemption; (c) the SPAC’s good faith estimate of the aggregate amount 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; (d) the SPAC’s good faith estimate of the aggregate amount of debt and other payables on the SPAC’s balance sheet as of the closing of the Transaction; and (e) the SPAC’s good faith estimate of the SPAC Closing Cash resulting therefrom, in each case, including reasonable supporting detail therefor. From and after delivery of the SPAC Closing Statement until the Closing, SPAC shall (i) provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of SPAC, Buyer, and Merger Sub and to senior management personnel of SPAC, Buyer, and Merger Sub, in each case, to the extent reasonably requested by the Company or any of its Representatives in connection with their review of the SPAC Closing Statement, (ii) cooperate with the Company and its Representatives in connection with their review of the SPAC Closing Statement and the components thereof and (iii) consider in good faith any comments to the SPAC Closing Statement provided by the Company prior to the Closing Date.

SPAC Closing Statement. Not more At least two (2) Business Days prior to the Special Meeting and in any event not earlier than seven calendar days after the date time that holders of SPAC Class A Shares Common Stock may no longer elect redemption in accordance with the SPAC Shareholder Stockholder Redemption, SPAC shall prepare and deliver to the Company a statement (the “SPAC Closing Statement”) setting forthforth in good faith: (a) the aggregate amount of cash in the Escrow Trust Account (prior to giving effect to the SPAC Shareholder Stockholder Redemption); (b) the aggregate amount of all payments required to be made in connection with the SPAC Shareholder Stockholder Redemption; (c) the SPAC’s good faith estimate of the aggregate amount due Available Cash Amount resulting therefrom; 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; (d) the SPAC’s good faith estimate number of the aggregate amount shares of debt and other payables on the SPAC’s balance sheet SPAC Class A Common Stock to be outstanding as of the closing of the Transaction; Closing after giving effect to SPAC Stockholder Redemption and (e) the SPAC’s good faith estimate of the confirmation that all SPAC Closing Cash resulting therefromClass B Common Stock has been converted into SPAC Class A Common Stock on a one-for-one basis and, in each case, including reasonable supporting detail therefor. The SPAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the SPAC Closing Statement until the Closing, SPAC shall (i) provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of SPAC, Buyer, and Merger Sub SPAC and to senior management personnel of SPAC, Buyer, and Merger Sub, in each case, to the extent reasonably requested by the Company or any of its Representatives in connection with their review of the SPAC Closing Statement, (ii) cooperate with the Company and its Representatives in connection with their review of the SPAC Closing Statement and the components thereof and (iii) consider in good faith any comments to the SPAC Closing Statement provided by the Company prior to the Closing Date.

SPAC Closing Statement. Not more At least two (2) Business Days prior to the SPAC Special Meeting and in any event not earlier than seven calendar days after the date time that holders of Existing SPAC Class A Shares Investors may no longer elect redemption in accordance with the SPAC Shareholder Stockholder Redemption, the SPAC shall prepare and deliver to the Company and the Charterhouse Parties a statement (the “SPAC Closing Statement”) setting forthforth in good faith: (a) the aggregate amount of cash in the Escrow Trust Account (prior to giving effect to the SPAC Shareholder Stockholder Redemption), the PIPE Investment proceeds received and to be received by the SPAC on the Closing Date and, as communicated by the Company to the SPAC in writing at least five (5) Business Days prior the SPAC Special Meeting, and the Debt Financing Proceeds to be received by the DCL Beneficiary (or its applicable affiliate assignee or designee) prior to the Closing; (b) the aggregate amount of all payments required to be made in connection with the SPAC Shareholder Stockholder Redemption; (c) the SPAC’s good faith estimate of the aggregate amount 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 TransactionTransaction Expenses (other than Seller-Borne Transaction Expenses); (d) the SPAC’s good faith estimate of Available Closing Cash (excluding the aggregate amount of debt and other payables on the SPAC’s balance sheet as of the closing of the TransactionClosing Balance Sheet Cash) resulting therefrom; and (e) the SPAC’s good faith estimate number of shares of New SPAC Common Stock to be outstanding as of the Closing after giving effect to the SPAC Closing Cash resulting therefrom, Stockholder Redemption and the issuance of shares of New SPAC Common Stock pursuant to the PIPE Subscription Agreements; and (f) the Backstop Amount; in each case, including reasonable supporting detail therefor. The SPAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the SPAC Closing Statement until the Closing, the SPAC shall (ix) cooperate with and provide the Company and its Representatives with reasonable access at representatives all reasonable times during normal business hours and upon reasonable prior notice to the books and records of SPAC, Buyer, and Merger Sub and to senior management personnel of SPAC, Buyer, and Merger Sub, in each case, to the extent information reasonably requested by the Company or any of its Representatives representatives and within the SPAC’s or its representatives’ possession or control in connection with their review of the SPAC Closing Statement, (ii) cooperate with the Company and its Representatives in connection with their Company’s review of the SPAC Closing Statement and the components thereof and (iiiy) consider in good faith any comments to the SPAC Closing Statement provided by the Company, which comments the Company shall deliver to the SPAC no less than two (2) Business Days prior to the Closing Date, and the SPAC shall revise such SPAC Closing Statement to incorporate any changes SPAC determines, in its sole discretion, are necessary or appropriate given such comments. Schedule 2.06 to this Agreement sets forth, for informational purposes, an illustrative sources and uses calculation, calculated on the basis of certain assumptions regarding Available Closing Cash (including the components thereof), Transaction Expenses, the Debt Payoff Amount, the consideration elections to be made by the Sellers under this Agreement and such other assumptions as set forth therein.

SPAC Closing Statement. Not more At least two (2) Business Days prior to the Special Meeting and in any event not earlier than seven calendar days after the date time that holders of SPAC Class A Shares Common Stock may no longer elect redemption in accordance with the SPAC Shareholder Stockholder Redemption, SPAC shall prepare and deliver to the Company a statement (the “SPAC Closing Statement”) setting forthforth in good faith: (a) the aggregate amount of cash in the Escrow Trust Account (prior to giving effect to the SPAC Shareholder Stockholder Redemption); (b) the aggregate amount of all payments required to be made in connection with the SPAC Shareholder Stockholder Redemption; (c) the SPAC’s good faith estimate of the aggregate amount 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 TransactionAvailable Closing SPAC Cash resulting therefrom; (d) the SPAC’s good faith estimate of repayment amount (if any) pursuant to the aggregate amount of debt and other payables on the SPAC’s balance sheet as of the closing of the Transaction; Extension Promissory Note and (e) the SPAC’s good faith estimate number of shares of SPAC Class A Common Stock to be outstanding as of the Closing after giving effect to the SPAC Closing Cash resulting therefromStockholder Redemption, in each case, including reasonable supporting detail therefor. The SPAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the SPAC Closing Statement until the Closing, SPAC shall (ix) cooperate with and provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of SPAC, Buyer, and Merger Sub and to senior management personnel of SPAC, Buyer, and Merger Sub, in each case, to the extent information reasonably requested by the Company or any of its Representatives and within SPAC’s or its Representatives’ possession or control in connection with their review of the SPAC Closing Statement, (ii) cooperate with the Company and its Representatives in connection with their Company’s review of the SPAC Closing Statement and the components thereof and (iiiy) consider in good faith any comments to the SPAC Closing Statement provided by the Company, which comments the Company shall deliver to SPAC no less than two (2) Business Days prior to the Closing Date, and SPAC shall revise such SPAC Closing Statement to incorporate any changes SPAC reasonably determines are necessary or appropriate given such comments.

SPAC Closing Statement. Not more At least two (2) Business Days prior to the Special Meeting and in any event not earlier than seven calendar days after the date time that holders of SPAC Class A Shares Common Stock may no longer elect redemption in accordance with the SPAC Shareholder Stockholder Redemption, SPAC shall prepare and deliver to the Company a statement (the “SPAC Closing Statement”) setting forthforth in good faith: (a) the aggregate amount of cash in the Escrow Trust Account (prior to giving effect to the SPAC Shareholder Stockholder Redemption)) and the PIPE Investment proceeds received and to be received by SPAC prior to the Closing; (b) the aggregate amount of all payments required to be made in connection with the SPAC Shareholder Stockholder Redemption; (c) the SPAC’s good faith estimate of the aggregate amount 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 TransactionAvailable Closing SPAC Cash resulting therefrom; (d) the SPAC’s good faith estimate number of the aggregate amount shares of debt and other payables on the SPAC’s balance sheet SPAC Class A Common Stock to be outstanding as of the closing Closing after giving effect to the SPAC Stockholder Redemption and the issuance of shares of SPAC Class A Common Stock pursuant to the TransactionSubscription Agreements; and (e) the SPAC’s good faith estimate number of shares of SPAC Class A Common Stock that may be issued upon the exercise of all SPAC Warrants issued and outstanding as of the SPAC Closing Cash resulting therefromand the exercise prices therefor, in each case, including reasonable supporting detail therefor. The SPAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the SPAC Closing Statement until the Closing, SPAC shall (ix) cooperate with and provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of SPAC, Buyer, and Merger Sub and to senior management personnel of SPAC, Buyer, and Merger Sub, in each case, to the extent information reasonably requested by the Company or any of its Representatives and within SPAC’s or its Representatives’ possession or control in connection with their review of the SPAC Closing Statement, (ii) cooperate with the Company and its Representatives in connection with their Company’s review of the SPAC Closing Statement and the components thereof and (iiiy) consider in good faith any comments to the SPAC Closing Statement provided by the Company, which comments the Company shall deliver to SPAC no less than two (2) Business Days prior to the Closing Date, and SPAC shall revise such SPAC Closing Statement to incorporate any changes SPAC determines are necessary or appropriate given such comments.