Common use of Transaction Expense Statements Clause in Contracts

Transaction Expense Statements. Subject to the occurrence of the Share Exchange Closing, at or immediately after the Share Exchange Closing, PubCo shall pay or cause to be paid by wire transfer of immediately available funds (or through payment from cash available in the Trust Account pursuant to Section 9.1), (a) all accrued and unpaid Acquiror Transaction Expenses as set forth on a written statement (the “Acquiror Transaction Expense Statement”) to be delivered to the Company by or on behalf of Acquiror not less than two (2) Business Days prior to the Share Exchange Closing Date, and (b) any Company Transaction Expenses specified by the Company on a written statement (the “Company Transaction Expense Statement”, and collectively with the Acquiror Transaction Expense Statement, the “Transaction Expense Statements”) to be delivered to Acquiror by or on behalf of the Company not less than two (2) Business Days prior to the Share Exchange Closing Date, which shall include, in each case of clauses (a) and (b), the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing. Each of the Company and Acquiror shall provide the other party and its Representatives with reasonable access to (i) the supporting documentation used by the Company or Acquiror, as applicable, in the preparation of the applicable Transaction Expense Statement and (ii) the Company’s Representatives or Acquiror’s Representatives, in each case as reasonably requested by Acquiror or the Company (as applicable) in connection with Acquiror’s or the Company’s review of the applicable Transaction Expense Statement. Prior to the Share Exchange Closing Date, the Company and Acquiror shall consider in good faith any reasonable comments of Acquiror or the Company to the other party’s Transaction Expense Statement. If the Company and Acquiror agree to make any modification to any Transaction Expense Statement, then such Transaction Expense Statement as so agreed by the Company and Acquiror to be modified shall be deemed to be the Transaction Expense Statement for purposes of determining the amounts that PubCo shall pay or cause to be paid at or immediately after the Share Exchange Closing pursuant to this Section 3.5.

Transaction Expense Statements. Subject to the occurrence of the Share Exchange ClosingPre-Merger Reorganization, at or immediately after the Share Exchange Merger Closing, PubCo shall pay or cause to be paid by wire transfer of immediately available funds (or through payment from cash available in the Trust Account pursuant to Section 9.1), (a) all accrued and unpaid Acquiror SPAC Transaction Expenses as set forth on a written statement (the “Acquiror SPAC Transaction Expense Statement”) to be delivered to the Company Group Companies by or on behalf of Acquiror SPAC not less than two (2) Business Days prior to the Share Exchange Merger Closing Date, and (b) any accrued and unpaid Group Company Transaction Expenses specified by the Company Group Companies on a written statement (the “Group Company Transaction Expense Statement”, and collectively with the Acquiror SPAC Transaction Expense Statement, the “Transaction Expense Statements”) to be delivered to Acquiror SPAC by or on behalf of the Company Group Companies not less than two (2) Business Days prior to the Share Exchange Merger Closing Date, which shall include, in each case of clauses (a) and (b), the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing. Each of the Company Group Companies and Acquiror SPAC shall provide the other party and its Representatives with reasonable access to (i) the supporting documentation used by the Company Group Companies or AcquirorSPAC, as applicable, in the preparation of the applicable Transaction Expense Statement and (ii) the Company’s Group Companies’ Representatives or AcquirorSPAC’s Representatives, in each case as reasonably requested by Acquiror SPAC or the Company Group Companies (as applicable) in connection with AcquirorSPAC’s or the Company’s Group Companies’ review of the applicable Transaction Expense Statement. Prior to the Share Exchange Merger Closing Date, the Company Group Companies and Acquiror SPAC shall consider in good faith any reasonable comments of Acquiror SPAC or the Company Group Companies to the other party’s Transaction Expense Statement. If the Company Group Companies and Acquiror SPAC agree to make any modification to any Transaction Expense Statement, then such Transaction Expense Statement as so agreed by the Company Group Companies and Acquiror SPAC to be modified shall be deemed to be the Transaction Expense Statement for purposes of determining the amounts that PubCo shall pay or cause to be paid at or immediately after the Share Exchange Merger Closing pursuant to this Section 3.53.8. Notwithstanding anything to the contrary, subject to Section 4.9 (Shortfalls) of the Sponsor Support Agreement, the SPAC Transaction Expenses to be paid by or on behalf of PubCo pursuant to this Section 3.8 shall not exceed US$2,500,000, and the Group Company Transaction Expenses to be paid by or on behalf of PubCo shall not exceed US$8,000,000; provided that any SPAC Transaction Expense in excess of $300,000 shall be agreed to by the Group Companies and SPAC in advance.

Transaction Expense Statements. Subject to the occurrence of the Share Exchange ClosingPre-Merger Reorganization, at or immediately after the Share Exchange Merger Closing, PubCo shall pay or cause to be paid by wire transfer of immediately available funds (or through payment from cash available in the Trust Account pursuant to Section 9.1), (a) all accrued and unpaid Acquiror SPAC Transaction Expenses as set forth on a written statement (the “Acquiror SPAC Transaction Expense Statement”) to be delivered to the Company Group Companies by or on behalf of Acquiror SPAC not less than two (2) Business Days prior to the Share Exchange Merger Closing Date, and (b) any accrued and unpaid Group Company Transaction Expenses specified by the Company Group Companies on a written statement (the “Group Company Transaction Expense Statement”, and collectively with the Acquiror SPAC Transaction Expense Statement, the “Transaction Expense Statements”) to be delivered to Acquiror SPAC by or on behalf of the Company Group Companies not less than two (2) Business Days prior to the Share Exchange Merger Closing Date, which shall include, in each case of clauses (a) and (b), the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing. Each of the Company Group Companies and Acquiror SPAC shall provide the other party and its Representatives with reasonable access to (i) the supporting documentation used by the Company Group Companies or AcquirorSPAC, as applicable, in the preparation of the applicable Transaction Expense Statement and (ii) the Company’s Group Companies’ Representatives or AcquirorSPAC’s Representatives, in each case as reasonably requested by Acquiror SPAC or the Company Group Companies (as applicable) in connection with AcquirorSPAC’s or the Company’s Group Companies’ review of the applicable Transaction Expense Statement. Prior to the Share Exchange Merger Closing Date, the Company Group Companies and Acquiror SPAC shall consider in good faith any reasonable comments of Acquiror SPAC or the Company Group Companies to the other party’s Transaction Expense Statement. If the Company Group Companies and Acquiror SPAC agree to make any modification to any Transaction Expense Statement, then such Transaction Expense Statement as so agreed by the Company Group Companies and Acquiror SPAC to be modified shall be deemed to be the Transaction Expense Statement for purposes of determining the amounts that PubCo shall pay or cause to be paid at or immediately after the Share Exchange Merger Closing pursuant to this Section 3.53.8. Notwithstanding anything to the contrary, subject to Section 4.9 (Shortfalls) of the Sponsor Support Agreement, the SPAC Transaction Expenses to be paid by or on behalf of PubCo pursuant to this Section 3.8 shall not exceed $2,500,000, and the Group Company Transaction Expenses to be paid by or on behalf of PubCo shall not exceed $8,000,000; provided that any SPAC Transaction Expense in excess of $300,000 shall be agreed to by the Group Companies and SPAC in advance.