Common use of Trust Account Proceeds and Related Available Equity Clause in Contracts

Trust Account Proceeds and Related Available Equity. Upon satisfaction or waiver of the conditions set forth in Article VII and provision of notice thereof to the Trustee (which notice SPAC shall provide to the Trustee in accordance with the terms of the Trust Agreement), (i) in accordance with and pursuant to the Trust Agreement, at the Closing and concurrently with the Effective Time, SPAC (A) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (B) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (1) pay as and when due all amounts payable to the SPAC Shareholders pursuant to the SPAC Shareholder Redemptions, (2) pay the Unpaid Transaction Expenses in accordance with Section 2.6 as instructed by SPAC in accordance with the Trust Agreement, and (3) pay all remaining amounts then available in the Trust Account to SPAC for immediate use (which shall include any outstanding amounts under any Working Capital Loan and in connection with Extension Proposals), subject to this Agreement and the Trust Agreement and (ii) thereafter, the Trust Account shall terminate, except as otherwise provided therein. SPAC shall not agree to, or permit, any amendment or modification of, or waiver under, the Trust Agreement without the prior written consent of the Company.

Appears in 1 contract

Samples: Business Combination Agreement (HH&L Acquisition Co.)

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Trust Account Proceeds and Related Available Equity. Upon (a) Acquiror shall take all necessary and appropriate actions to release and make available all of the remaining funds from the Trust Account, after payments for any deferred underwriting commissions and the Acquiror Share Redemptions, including (1) providing notice to the Trustee of the anticipated date of Closing for the purpose of unwinding any non-cash assets in the Trust Account, sufficiently in advance of the Closing and in accordance with the terms of the Trust Agreement, (2) upon satisfaction or waiver of the conditions set forth in Article VII and provision of notice thereof to the Trustee (which notice SPAC shall provide to the Trustee in accordance with the terms of the Trust Agreement)X, (i) in accordance with and pursuant to the Trust Agreement, at the Closing and concurrently with the Effective TimeMerger Closing, SPAC Acquiror (A) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (B) shall use its commercially reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (1I) pay as and when due all amounts payable to the SPAC Acquiror Shareholders pursuant to the SPAC Shareholder Redemptions, Acquiror Share Redemptions (2II) pay the Unpaid Transaction Expenses in accordance with Section 2.6 as instructed by SPAC in accordance with the Trust Agreementany deferred underwriting commissions, and (3III) pay all remaining amounts then available in the Trust Account to SPAC Swiss NewCo for immediate use (which shall include any outstanding amounts under any Working Capital Loan and in connection with Extension Proposals)use, subject to this Agreement and the Trust Agreement Agreement, and (ii) thereafter, the Trust Account shall terminate, except as otherwise provided therein. SPAC shall not agree to, or permit, any amendment or modification of, or waiver under, the Trust Agreement without the prior written consent of the Company.

Appears in 1 contract

Samples: Business Combination Agreement (Cohn Robbins Holdings Corp.)

Trust Account Proceeds and Related Available Equity. Upon satisfaction or waiver of the conditions set forth in Article VII XI and provision of notice thereof to the Trustee (which notice SPAC Acquiror shall provide to the Trustee in accordance with the terms of the Trust Agreement), (ia) in accordance with and pursuant to the Trust Agreement, at the Closing and concurrently with the Effective TimeClosing, SPAC Acquiror (Ai) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (Bii) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (1A) pay as and when due all amounts payable to the SPAC Shareholders Acquiror Stockholders pursuant to the SPAC Shareholder Redemptions, (2) Acquiror Stock Redemptions and pay to the Unpaid Transaction Expenses in accordance with Section 2.6 as instructed by SPAC in accordance with underwriters of the Trust AgreementIPO all outstanding deferred underwriting commissions, and (3B) pay all remaining amounts then available in the Trust Account to SPAC Acquiror for immediate use (which shall include any outstanding amounts under any Working Capital Loan and in connection with Extension Proposals)use, subject to this Agreement and the Trust Agreement Agreement, and (iib) thereafter, the Trust Account Agreement shall terminate, except as otherwise provided therein. SPAC shall not agree to, or permit, any amendment or modification of, or waiver under, the Trust Agreement without the prior written consent of the Company.

Appears in 1 contract

Samples: Business Combination Agreement (DUET Acquisition Corp.)

Trust Account Proceeds and Related Available Equity. Upon satisfaction or waiver of the conditions set forth in Article VII IX and provision of notice thereof to the Trustee (which notice SPAC Acquiror shall provide to the Trustee in accordance with the terms of the Trust Agreement), (i) in accordance with and pursuant to the Trust Agreement, at the Closing and concurrently with the Effective TimeClosing, SPAC Acquiror (A) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (B) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (1) pay as and when due all amounts payable to the SPAC Acquiror Shareholders pursuant to the SPAC Shareholder Acquiror Share Redemptions, (2) pay the Unpaid Transaction Expenses in accordance with Section 2.6 as instructed by SPAC in accordance with the Trust Agreement, and (32) pay all remaining amounts then available in the Trust Account to SPAC (x) such accounts as instructed by Acquiror and the Company in accordance with the Trust Agreement to pay the Acquiror Transaction Expenses and the Company Transaction Expenses and (y) Acquiror for immediate use (which shall include any outstanding amounts under any Working Capital Loan and in connection with Extension Proposals)use, subject to this Agreement and the Trust Agreement Agreement, and (ii) thereafter, the Trust Account shall terminate, except as otherwise provided therein. SPAC Acquiror shall not agree to, or permit, any amendment or modification of, or waiver under, the Trust Agreement without the prior written consent of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Growth for Good Acquisition Corp)

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Trust Account Proceeds and Related Available Equity. Upon satisfaction or waiver of the conditions set forth in Article VII IX and provision of notice thereof to the Trustee (which notice SPAC Acquiror shall provide to the Trustee in accordance with the terms of the Trust Agreement), (ia) in accordance with and pursuant to the Trust Agreement, at the Closing and concurrently with the Effective TimeClosing, SPAC Acquiror (Ai) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (Bii) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (1A) pay as and when due all amounts payable to the SPAC Acquiror Shareholders pursuant to the SPAC Shareholder Redemptions, (2) Acquiror Share Redemptions and pay to the Unpaid Transaction Expenses in accordance with Section 2.6 as instructed by SPAC in accordance with the Trust Agreementunderwriters of Acquiror’s initial public offering all outstanding deferred underwriting commissions, and (3B) pay all remaining amounts then available in the Trust Account to SPAC Acquiror for immediate use (which shall include any outstanding amounts under any Working Capital Loan and in connection with Extension Proposals)use, subject to this Agreement and the Trust Agreement Agreement, and (iib) thereafter, the Trust Account Agreement shall terminate, except as otherwise provided therein. SPAC shall not agree to, or permit, any amendment or modification of, or waiver under, the Trust Agreement without the prior written consent of the Company.

Appears in 1 contract

Samples: Business Combination Agreement (Aura Fat Projects Acquisition Corp)

Trust Account Proceeds and Related Available Equity. Upon satisfaction or waiver of the conditions set forth in Article VII XI and provision of notice thereof to the Trustee (which notice SPAC Acquiror shall provide to the Trustee in accordance with the terms of the Trust Agreement), (ia) in accordance with and pursuant to the Trust Agreement, at the Closing and concurrently with the Effective TimeClosing, SPAC Acquiror (Ai) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (Bii) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (1A) pay as and when due all amounts payable to the SPAC Acquiror Shareholders pursuant to the SPAC Shareholder Redemptions, (2) Acquiror Share Redemptions and pay to the Unpaid Transaction Expenses in accordance with Section 2.6 as instructed by SPAC in accordance with the Trust Agreementunderwriters of Acquiror’s initial public offering all outstanding deferred underwriting commissions, and (3B) pay all remaining amounts then available in the Trust Account to SPAC Acquiror for immediate use (which shall include any outstanding amounts under any Working Capital Loan and in connection with Extension Proposals)use, subject to this Agreement and the Trust Agreement Agreement, and (iib) thereafter, the Trust Account Agreement shall terminate, except as otherwise provided therein. SPAC shall not agree to, or permit, any amendment or modification of, or waiver under, the Trust Agreement without the prior written consent of the Company.

Appears in 1 contract

Samples: Business Combination Agreement (Fat Projects Acquisition Corp)

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