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

Trust Account Proceeds and Related Available Equity. Upon satisfaction (or, to the extent permitted by applicable Law, waiver by the applicable Party or Parties entitled to the benefit thereof) of all of the conditions set forth in Article X (other than those conditions that by their nature or terms are to be satisfied at the Closing), Acquiror shall provide notice (in accordance with the terms of the Trust Agreement) thereof to the Trustee and (a) pursuant to and in accordance with the Trust Agreement, (a) Acquiror (i) shall cause any notices, certificates, opinions or other documents required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered at the time and in the manner required under the Trust Agreement and (ii) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to, at the Closing, (A) pay as and when due all amounts payable to Acquiror Stockholders pursuant to the Acquiror Share Redemptions, and (B) pay all remaining amounts then available in the Trust Account to Acquiror for immediate use, subject to this Agreement and the Trust Agreement, and (b) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Trust Account Proceeds and Related Available Equity. (a) The parties to this Agreement do not have any intention as of the Effective Time to use, or to cause to be used, any amount of the Available Acquiror Cash to effect any additional repurchase, redemption or other acquisition of outstanding shares of Domesticated Acquiror Common Stock within the six (6)-month period after the Closing. (b) Upon satisfaction (or, to the extent permitted by applicable Law, or waiver by the applicable Party or Parties entitled to the benefit thereof) of all of the conditions set forth in Article X IX and provision of notice thereof to the Trustee (other than those conditions that by their nature or terms are to be satisfied at the Closing), which notice Acquiror shall provide notice (to the Trustee in accordance with the terms of the Trust Agreement), (i) thereof to the Trustee and (a) pursuant to and in accordance with and pursuant to the Trust Agreement, (a) at the Closing, Acquiror (iA) shall cause any notices, certificatesdocuments, opinions or other documents and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered at the time and in the manner required under the Trust Agreement and (iiB) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to, at the Closing, to (A1) pay as and when due all amounts payable to Acquiror Stockholders Shareholders pursuant to the Acquiror Share Redemptions, and (B2) pay all remaining amounts then available in the Trust Account to Acquiror for immediate use, subject to this Agreement and the Trust Agreement, and (bii) thereafter, the Trust Account shall terminate, except as otherwise provided therein.. Table of Contents

Trust Account Proceeds and Related Available Equity. Upon satisfaction (or, to the extent permitted by applicable Law, waiver by the applicable Party or Parties entitled to the benefit thereof) of all of the conditions set forth in Article X (other than the Domestication Condition and those conditions that by their nature or terms are to be satisfied at the Closing), Acquiror shall provide notice (in accordance with the terms of the Trust Agreement) thereof to the Trustee and (a) pursuant to and in accordance with the Trust Agreement, (a) Acquiror (i) shall cause any notices, certificates, opinions or other documents required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered at the time and in the manner required under the Trust Agreement and (ii) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to, at the Closing, (A) pay as and when due all amounts payable to Acquiror Stockholders Shareholders pursuant to the Acquiror Share Redemptions, and (B) pay all remaining amounts then available in the Trust Account to Acquiror for immediate use, subject to this Agreement and the Trust Agreement, and (b) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Trust Account Proceeds and Related Available Equity. Upon satisfaction (or, a) Acquiror shall take all necessary and appropriate actions to the extent permitted by applicable Law, waiver by the applicable Party or Parties entitled to the benefit thereof) of release and make available all of the conditions set forth 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 Article X (other than those conditions that by their nature or terms are to be satisfied at the Closing)Trust Account, Acquiror shall provide notice (sufficiently in advance of the Closing and in accordance with the terms of the Trust Agreement, (2) thereof to upon satisfaction or waiver of the Trustee and conditions set forth in Article X, (ai) pursuant to and in accordance with and pursuant to the Trust Agreement, (a) at the Merger Closing, Acquiror (iA) shall cause any notices, certificatesdocuments, opinions or other documents and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered at the time and in the manner required under the Trust Agreement and (iiB) shall use its commercially reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to, at the Closing, to (AI) pay as and when due all amounts payable to Acquiror Stockholders Shareholders pursuant to the Acquiror Share RedemptionsRedemptions (II) pay any deferred underwriting commissions, and (BIII) pay all remaining amounts then available in the Trust Account to Acquiror Swiss NewCo for immediate use, subject to this Agreement and the Trust Agreement, and (bii) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Trust Account Proceeds and Related Available Equity. Upon satisfaction (or, to the extent permitted by applicable Law, or waiver by the applicable Party or Parties entitled to the benefit thereof) of all of the conditions set forth in Article X VII and provision of notice thereof to the Trustee (other than those conditions that by their nature or terms are to be satisfied at the Closing), Acquiror which notice SPAC shall provide notice (to the Trustee in accordance with the terms of the Trust Agreement), (i) thereof to the Trustee and (a) pursuant to and in accordance with and pursuant to the Trust Agreement, at the Closing and concurrently with the Effective Time, SPAC (a) Acquiror (iA) shall cause any notices, certificatesdocuments, opinions or other documents and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered at the time and in the manner required under the Trust Agreement and (iiB) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to, at the Closing, to (A1) pay as and when due all amounts payable to Acquiror Stockholders the SPAC Shareholders pursuant to the Acquiror Share 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 (B3) pay all remaining amounts then available in the Trust Account to Acquiror SPAC for immediate useuse (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, Agreement and (bii) 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.

Trust Account Proceeds and Related Available Equity. (a) If (i) the amount of cash available in the Trust Account immediately prior to Closing, after deducting (A) the amounts required to satisfy the Acquiror Share Redemption Amount and (B) all unpaid Company Transaction Expenses and Acquiror Transaction Expenses, plus (ii) the PIPE Investment Amount actually received by Acquiror prior to or substantially concurrently with the Closing (the sum of (i) and (ii), the “Available Acquiror Cash”) is equal to or greater than $200,000,000.00 (the “Minimum Available Acquiror Cash Amount”), then the condition set forth in Section 9.3(d) shall be satisfied. (b) Upon satisfaction (or, to the extent permitted by applicable Law, waiver by the applicable Party or Parties entitled to the benefit thereof) of all of the conditions set forth in Article X IX and provision of notice thereof to the Trustee (other than those conditions that by their nature or terms are to be satisfied at the Closing), which notice Acquiror shall provide notice (to the Trustee in accordance with the terms of the Trust Agreement), (i) thereof to the Trustee and (a) pursuant to and in accordance with and pursuant to the Trust Agreement, (a) at the Closing, Acquiror (iA) shall cause any notices, certificatesdocuments, opinions or other documents and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered at the time and in the manner required under the Trust Agreement and (iiB) shall use its reasonable best efforts make all appropriate arrangements to cause the Trustee to, and the Trustee shall thereupon be obligated to, at the Closing, to (A1) pay as and when due all amounts payable to Acquiror Stockholders Shareholders pursuant to the Acquiror Share Redemptions, and (B2) pay all remaining amounts then available in the Trust Account to Acquiror for immediate useuse in accordance with the terms of this Agreement, subject to this Agreement and the Trust Agreement, Agreement and (bii) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Trust Account Proceeds and Related Available Equity. (a) If (i) the amount of cash available in the Trust Account immediately prior to the Effective Time and after (x) deducting the amount required to satisfy the Acquiror Share Redemption Amount, (y) the payment of any deferred underwriting commissions being held in the Trust Account and (z) the payment of any transaction expenses of Acquiror or its Affiliates, as contemplated by Section 11.6, plus (ii) the PIPE Investment Amount actually received by Acquiror prior to or substantially concurrently with the Closing (the sum of (i) and (ii), the “Available Acquiror Cash”), is equal to or greater than $200,000,000 (the “Minimum Available Acquiror Cash Amount”), then the condition set forth in Section 9.3(c) shall be satisfied. (b) Upon satisfaction (or, to the extent permitted by applicable Law, or waiver by the applicable Party or Parties entitled to the benefit thereof) of all of the conditions set forth in Article X IX and provision of notice thereof to the Trustee (other than those conditions that by their nature or terms are to be satisfied at the Closing), which notice Acquiror shall provide notice (to the Trustee in accordance with the terms of the Trust Agreement), (i) thereof to the Trustee and (a) pursuant to and in accordance with and pursuant to the Trust Agreement, (a) at the Closing, Acquiror (iA) shall cause any notices, certificatesdocuments, opinions or other documents and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered at the time and in the manner required under the Trust Agreement and (iiB) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to, at the Closing, to (A1) pay as and when due all amounts payable to Acquiror Stockholders pursuant to the Acquiror Share Redemptions, and (B2) pay all remaining amounts then available in the Trust Account to Acquiror for immediate use, subject to this Agreement and the Trust Agreement, and (bii) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Trust Account Proceeds and Related Available Equity. Upon satisfaction (or, to the extent permitted by applicable Law, or waiver by the applicable Party or Parties entitled to the benefit thereof) of all of the conditions set forth in Article X XI and provision of notice thereof to the Trustee (other than those conditions that by their nature or terms are to be satisfied at the Closing), which notice Acquiror shall provide notice (to the Trustee in accordance with the terms of the Trust Agreement) thereof to the Trustee and ), (a) pursuant to and in accordance with and pursuant to the Trust Agreement, (a) at the Closing, Acquiror (i) shall cause any notices, certificatesdocuments, opinions or other documents and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered at the time and in the manner required under the Trust Agreement and (ii) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to, at the Closing, to (A) pay as and when due all amounts payable to Acquiror Stockholders pursuant to the Acquiror Share RedemptionsStock Redemptions and pay to the underwriters of the IPO all outstanding deferred underwriting commissions, and (B) pay all remaining amounts then available in the Trust Account to Acquiror for immediate use, subject to this Agreement and the Trust Agreement, and (b) thereafter, the Trust Account Agreement shall terminate, except as otherwise provided therein.

Trust Account Proceeds and Related Available Equity. (a) The parties to this Agreement do not have any intention as of the Effective Time to use, or to cause to be used, any amount of Available Acquiror Cash to effect any repurchase, redemption or other acquisition of outstanding shares of Acquiror Common Stock within the six (6)-month period after the Closing, other than as may be required by any Acquiror Share Redemptions or with respect to Dissenting Shares. (b) Upon satisfaction (or, to the extent permitted by applicable Law, or waiver by the applicable Party or Parties entitled to the benefit thereof) of all of the conditions set forth in Article X IX and provision of notice thereof to the Trustee (other than those conditions that by their nature or terms are to be satisfied at the Closing), which notice Acquiror shall provide notice (to the Trustee in accordance with the terms of the Trust Agreement), (i) thereof to the Trustee and (a) pursuant to and in accordance with and pursuant to the Trust Agreement, at the Closing, Acquiror (a) Acquiror (i) shall cause any notices, certificatesdocuments, opinions or other documents and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered at the time and in the manner required under the Trust Agreement and (iib) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to, at the Closing, to (A1) pay as and when due all amounts payable to Acquiror Stockholders Shareholders pursuant to the Acquiror Share Redemptions, and (B2) pay all remaining amounts then available in the Trust Account to Acquiror for immediate use, subject to this Agreement and the Trust Agreement, and (bii) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Trust Account Proceeds and Related Available Equity. (a) If (i) the amount of cash available in the Trust Account immediately prior to Closing, after deducting the amount required to satisfy the Acquiror Share Redemption Amount (but prior to payment of (x) any deferred underwriting commissions being held in the Trust Account, and (y) any Company Transaction Expenses or Acquiror Transaction Expenses as contemplated by Section 11.6), plus (ii) the PIPE Investment Amount actually received by Acquiror prior to or substantially concurrently with the Closing (the sum of (i) and (ii), the “Available Acquiror Cash”), is equal to or greater than $800,000,000 (the “Minimum Available Acquiror Cash Amount”), then the condition set forth in Section 9.3(c) shall be satisfied. (b) Upon satisfaction (or, to the extent permitted by applicable Law, or waiver by the applicable Party or Parties entitled to the benefit thereof) of all of the conditions set forth in Article X IX and provision of notice thereof to the Trustee (other than those conditions that by their nature or terms are to be satisfied at the Closing), which notice Acquiror shall provide notice (to the Trustee in accordance with the terms of the Trust Agreement), (i) thereof to the Trustee and (a) pursuant to and in accordance with and pursuant to the Trust Agreement, (a) at the Closing, Acquiror (iA) shall cause any notices, certificatesdocuments, opinions or other documents and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered at the time and in the manner required under the Trust Agreement and (iiB) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to, at the Closing, to (A1) pay as and when due all amounts payable to Acquiror Stockholders pursuant to the Acquiror Share Redemptions, and (B2) pay all remaining amounts then available in the Trust Account to Acquiror for immediate use, subject to this Agreement and the Trust Agreement, and (bii) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Trust Account Proceeds and Related Available Equity. Upon satisfaction (or, to the extent permitted by applicable Law, or waiver by the applicable Party or Parties entitled to the benefit thereof) of all of the conditions set forth in Article X IX and provision of notice thereof to the Trustee (other than those conditions that by their nature or terms are to be satisfied at the Closing), which notice Acquiror shall provide notice (to the Trustee in accordance with the terms of the Trust Agreement), (i) thereof to the Trustee and (a) pursuant to and in accordance with and pursuant to the Trust Agreement, (a) at the Closing, Acquiror (iA) shall cause any notices, certificatesdocuments, opinions or other documents and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered at the time and in the manner required under the Trust Agreement and (iiB) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to, at the Closing, to (A1) pay as and when due all amounts payable to Acquiror Stockholders Shareholders pursuant to the Acquiror Share Redemptions, and (B2) pay all remaining amounts then available in the Trust Account to (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, subject to this Agreement and the Trust Agreement, and (bii) thereafter, the Trust Account shall terminate, except as otherwise provided therein. 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.

Trust Account Proceeds and Related Available Equity. (a) If (i) the amount of cash available in the Trust Account immediately prior to Closing, after deducting the amounts required to satisfy the Acquiror Share Redemption Amount (but prior to payment of any Company Transaction Expenses or Acquiror Transaction Expenses), plus (ii) the PIPE Investment Amount actually received by Acquiror prior to or substantially concurrently with the Closing (the sum of (i) and (ii), the “Available Acquiror Cash”) is equal to or greater than $900,000,000.00 (the “Minimum Available Acquiror Cash Amount”), then the condition set forth in Section 9.3(f) shall be satisfied. (b) Upon satisfaction (or, to the extent permitted by applicable Law, or waiver by the applicable Party or Parties entitled to the benefit thereof) of all of the conditions set forth in Article X IX and provision of notice thereof to the Trustee (other than those conditions that by their nature or terms are to be satisfied at the Closing), which notice Acquiror shall provide notice (to the Trustee in accordance with the terms of the Trust Agreement), (i) thereof to the Trustee and (a) pursuant to and in accordance with and pursuant to the Trust Agreement, (a) at the Closing, Acquiror (iA) shall cause any notices, certificatesdocuments, opinions or other documents and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered at the time and in the manner required under the Trust Agreement and (iiB) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to, at the Closing, to (A1) pay as and when due all amounts payable to Acquiror Stockholders Shareholders pursuant to the Acquiror Share Redemptions, and (B2) pay all remaining amounts then available in the Trust Account to Acquiror for immediate use, subject to this Agreement and the Trust Agreement, Agreement and (bii) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Trust Account Proceeds and Related Available Equity. Upon satisfaction (or, to the extent permitted by applicable Law, or waiver by the applicable Party or Parties entitled to the benefit thereof) of all of the conditions set forth in Article X VIII and provision of notice thereof to the Trustee (other than those conditions that by their nature or terms are to be satisfied at the Closing), Acquiror which notice SPAC shall provide notice (to the Trustee in accordance with the terms of the Trust Agreement), (i) thereof to the Trustee and (a) pursuant to and in accordance with and pursuant to the Trust Agreement, at the Closing and concurrently with the Merger Effective Time, SPAC (a) Acquiror (iA) shall cause any notices, certificatesdocuments, opinions or other documents and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered at the time and in the manner required under the Trust Agreement delivered, and (iiB) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to, at the Closing, to (A1) pay as and when due all amounts payable on account of the SPAC Shareholder Redemption amount to Acquiror Stockholders former SPAC Shareholders pursuant to their exercise of the Acquiror Share RedemptionsSPAC Shareholder Redemption right, (2) pay the Unpaid Company Expenses and the Unpaid SPAC Expenses in accordance with Section 4.3, and (B3) immediately thereafter, pay all remaining amounts then available in the Trust Account (if any) to Acquiror a bank account designated by the Company for its immediate useuse (which, for the avoidance of doubt, shall include the payment of any outstanding amounts under any Working Capital Loan), in each case of (1), (2) and (3), by wire transfer of immediately available funds from the Trust Account, subject to any applicable terms of this Agreement and the Trust Agreement, and (bii) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Trust Account Proceeds and Related Available Equity. (a) The parties to this Agreement do not have any intention as of the Effective Time to use, or to cause to be used, any amount of the Available Acquiror Cash to effect any additional repurchase, redemption or other acquisition of outstanding shares of Acquiror Common Stock within the six (6)-month period after the Closing. (b) Upon satisfaction (or, to the extent permitted by applicable Law, or waiver by the applicable Party or Parties entitled to the benefit thereof) of all of the conditions set forth in Article X IX and provision of notice thereof to the Trustee (other than those conditions that by their nature or terms are to be satisfied at the Closing), which notice Acquiror shall provide notice (to the Trustee in accordance with the terms of the Trust Agreement), (i) thereof to the Trustee and (a) pursuant to and in accordance with and pursuant to the Trust Agreement, (a) at the Closing, Acquiror (iA) shall cause any notices, certificatesdocuments, opinions or other documents and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered at the time and in the manner required under the Trust Agreement and (iiB) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to, at the Closing, to (A1) pay as and when due all amounts payable to Acquiror Stockholders pursuant to the Acquiror Share Redemptions, and (B2) pay all remaining amounts then available in the Trust Account to Acquiror for immediate use, subject to this Agreement and the Trust Agreement, and (bii) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Trust Account Proceeds and Related Available Equity. (a) Prior to the Closing, none of the funds held in the Trust Account may be used or released except (i) for the withdrawal of interest to pay any tax obligation owed by Acquiror as a result of assets owned by Acquiror, including franchise taxes and (ii) only upon the Closing, to effectuate the Acquiror Share Redemption. (b) Upon satisfaction (or, to the extent permitted by applicable Law, or waiver by the applicable Party or Parties entitled to the benefit thereof) of all of the conditions set forth in Article X IX and provision of notice thereof to the Trustee (other than those conditions that by their nature or terms are to be satisfied at the Closing), which notice Acquiror shall provide notice (to the Trustee in accordance with the terms of the Trust Agreement), (i) thereof to the Trustee and (a) pursuant to and in accordance with and pursuant to the Trust Agreement, (a) at the Closing, Acquiror (iA) shall cause any notices, certificatesdocuments, opinions or other documents and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered at the time and in the manner required under the Trust Agreement and (iiB) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to, at the Closing, to (A1) pay as and when due all amounts payable to Acquiror Stockholders Shareholders pursuant to the Acquiror Share Redemptions, and (B2) pay all remaining amounts then available in the Trust Account to Acquiror for immediate use, subject to this Agreement and the Trust Agreement, and (bii) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Trust Account Proceeds and Related Available Equity. (a) The parties to this Agreement do not have any intention as of the Effective Time to use, or to cause to be used, any amount of the Available Acquiror Cash to effect any additional repurchase, redemption or other acquisition of outstanding shares of Acquiror Common Stock within the six (6)-month period after the Closing. (b) Upon satisfaction (or, to the extent permitted by applicable Law, or waiver by the applicable Party or Parties entitled to the benefit thereof) of all of the conditions set forth in Article X IX and provision of notice thereof to the Trustee (other than those conditions that by their nature or terms are to be satisfied at the Closing), which notice Acquiror shall provide notice (to the Trustee in accordance with the terms of the Trust Agreement), (i) thereof to the Trustee and (a) pursuant to and in accordance with and pursuant to the Trust Agreement, (a) at the Closing, Acquiror (iA) shall cause any notices, certificatesdocuments, opinions or other documents and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered at the time and in the manner required under the Trust Agreement and (iiB) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to, at the Closing, to (A1) pay as and when due all amounts payable to Acquiror Stockholders Shareholders pursuant to the Acquiror Share Redemptions, and (B2) pay all remaining amounts then available in the Trust Account to Acquiror for immediate use, subject to this Agreement and the Trust Agreement, and (bii) thereafter, the Trust Account shall terminate, except as otherwise provided therein.