Common use of Trust Account Proceeds Clause in Contracts

Trust Account Proceeds. The parties agree that at, or as soon as practicable after, the Closing, the funds in the Trust Account, after taking into account payments for the TKB Share Redemptions, shall first be used to pay accrued Transaction Expenses and any unpaid expenses incurred by the parties in connection with the negotiation, execution and performance by the parties of their respective obligations under this Agreement and the Mergers and the other transactions contemplated by this Agreement, including the Registration Statement and the Joint Proxy Statement (collectively, the “Closing Payments”). At least five (5) Business Days prior to the anticipated Closing Date, TKB and Wejo shall exchange written statements setting forth complete and accurate schedules of their good faith estimates of all unpaid Transaction Expenses as of the Closing Date. 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 VI (other than those conditions that by their nature or terms are to be satisfied at the Closing), TKB shall provide notice (in accordance with the terms of the Trust Agreement) thereof to the Trustee pursuant to and in accordance with the Trust Agreement, (a) TKB shall (i) cause any notices, certificates 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) 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 TKB Shareholders pursuant to the TKB Share Redemptions, Transaction Expenses and all Closing Payments, (B) pay all accrued and unpaid Transaction Expenses to the respective payees thereof as set forth on a written statement to be delivered by Wejo with respect to Wejo Transaction Expenses, delivered by TKB with respect to TKB Transaction Expenses, in each case not less than two (2) Business Days prior to the Closing Date, and (C) pay all remaining amounts then available in the Trust Account to TKB 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. The parties agree that at(a) If (i) the amount of cash available in the Trust Account following the SPAC Extraordinary General Meeting, after deducting the amount required to satisfy the SPAC Shareholder Redemption Amount (and net of any unpaid or as soon as practicable after, the Closing, the funds contingent liabilities of SPAC including (x) any deferred underwriting commissions being held in the Trust Account, after taking into account payments for the TKB Share Redemptions, shall first be used to pay accrued and (y) any Company Transaction Expenses and any unpaid expenses incurred or SPAC Transaction Expenses, as contemplated by Section 11.05), plus (ii) the PIPE Financing Amount actually received by the parties in connection Company prior to or substantially concurrently with the negotiationClosing, execution and performance by plus (iii) the parties Permitted Equity Financing Proceeds (the sum of their respective obligations under this Agreement and the Mergers and the other transactions contemplated by this Agreement, including the Registration Statement and the Joint Proxy Statement (collectivelyi) through (iii), the “Closing PaymentsAvailable SPAC Cash”). At least five , is equal to or greater than $400,000,000 (5the “Minimum Available SPAC Cash Amount”), then the condition set forth in Section 9.03(d) Business Days prior to the anticipated Closing Date, TKB and Wejo shall exchange written statements setting forth complete and accurate schedules of their good faith estimates of all unpaid Transaction Expenses as of the Closing Date. 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 VI 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), TKB which notice SPAC shall provide notice (to the Trustee in accordance with the terms of the Trust Agreement) thereof to the Trustee pursuant to and ), in accordance with and pursuant to the Trust Agreement, (a) TKB prior to or at the Closing, SPAC shall (i) cause any noticesdocuments, certificates or other documents opinions 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) 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 TKB the SPAC Shareholders pursuant to their exercise of the TKB Share Redemptions, Transaction Expenses and all Closing Payments, (B) pay all accrued and unpaid Transaction Expenses to the respective payees thereof as set forth on a written statement to be delivered by Wejo with respect to Wejo Transaction Expenses, delivered by TKB with respect to TKB Transaction Expenses, in each case not less than two (2) Business Days prior to the Closing DateSPAC Shareholder Redemption Right, and (CB) pay all remaining amounts then available in the Trust Account to TKB for immediate use, subject to this Agreement and SPAC in accordance with the Trust Agreement, and (b) thereafter, the Trust Account shall terminate, except as otherwise expressly provided thereinin the Trust Agreement.

Trust Account Proceeds. The parties Parties agree that at, or as soon as practicable after, after the Closing, the funds in the Trust Account, after taking into account payments for the TKB Share RedemptionsRedemption, shall first be used to pay (i) the Purchaser’s accrued Transaction Expenses and any unpaid expenses incurred by the parties in connection with the negotiation, execution and performance by the parties of their respective obligations under this Agreement and the Mergers and the other transactions contemplated by this AgreementExpenses, including the Registration Statement and premiums for the Joint Proxy Statement D&O Tail Insurance, (collectively, ii) the “Closing Payments”). At least five Purchaser’s deferred Expenses (5) Business Days prior including cash amounts payable to the anticipated Closing DateIPO Underwriters and any legal fees) of the IPO, TKB (iii) any loans owed by the Purchaser to the Sponsor for any Expenses (including deferred Expenses), (iv) any administrative Expenses incurred by or on behalf of the Purchaser, and Wejo shall exchange written statements setting forth complete and accurate schedules (v) any other Liabilities of their good faith estimates of all unpaid Transaction Expenses the Purchaser as of the Closing Date. Upon satisfaction (orClosing, as, to the extent permitted and in the respective amounts not to exceed those set forth on Schedule 5.19. Such Expenses and Liabilities, as well as any Expenses and Liabilities that are required to be paid by applicable Law, waiver by the applicable party or parties entitled to the benefit thereof) of all delivery of the conditions set forth in Article VI (other than those conditions that by their nature or terms are to Purchaser’s securities, will be satisfied paid at the Closing), TKB shall provide notice (in accordance with the terms . Any remaining cash will be used for payment of Expenses and Liabilities of the Trust Agreement) thereof to Target Companies and for working capital and general corporate purposes of the Trustee pursuant to and Surviving Corporation. Notwithstanding the foregoing, no funds in accordance with the Trust AgreementAccount (including payments for the Redemption) shall be used to pay or reimburse any Person for costs and expenses relating to an Extension; provided, (a) TKB shall (i) cause any noticeshowever, certificates or other documents required to be delivered to in the Trustee pursuant event the Sponsor contributes additional funds to the Trust Agreement to be so delivered at the time and Account in the manner required under the Trust Agreement and (ii) use its reasonable best efforts to cause the Trustee toconnection with an Extension, and the Trustee Closing of the Business Combination occurs, then an amount equal to the funds so contributed shall thereupon be obligated toreturned to the Sponsor at the Closing. In the event that, following the Redemption, there are no sufficient funds remaining in the Trust Account at the Closing, (A) the Target Companies shall pay as and when due on the Closing Date all amounts payable to TKB Shareholders pursuant to the TKB Share Redemptions, Transaction Expenses and all Closing Payments, (B) pay all accrued and unpaid Transaction Expenses to Liabilities of the respective payees thereof Purchaser as set forth on a written statement to Schedule 5.19. Any other Expenses and Liabilities not set forth on Schedule 5.19 outstanding as of such date shall only be delivered paid by Wejo with respect to Wejo Transaction Expenses, delivered by TKB with respect to TKB Transaction Expenses, in each case not less than two (2) Business Days prior the Target Companies to the Closing Date, extent such additional Expenses and (C) pay all remaining amounts then available Liabilities have been previously pre-approved in writing by the Trust Account to TKB for immediate use, subject to this Agreement and the Trust Agreement, and (b) thereafter, the Trust Account shall terminate, except as otherwise provided thereinSeller Representative.

Trust Account Proceeds. The parties agree that at, or as soon as practicable after, the Closing, the funds in the Trust Account, after taking into account payments for the TKB Share Redemptions, shall first be used to pay accrued Transaction Expenses and any unpaid expenses incurred by the parties in connection with the negotiation, execution and performance by the parties of their respective obligations under this Agreement and the Mergers and the other transactions contemplated by this Agreement, including the Registration Statement and the Joint Proxy Statement (collectively, the “Closing Payments”). At least five (5) Business Days prior to the anticipated Closing Date, TKB and Wejo shall exchange written statements setting forth complete and accurate schedules of their good faith estimates of all unpaid Transaction Expenses as of the Closing Date. 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 VI 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), TKB which notice SPAC shall provide notice (to the Trustee in accordance with the terms of the Trust Agreement), (a) thereof to the Trustee pursuant to and in accordance with and pursuant to the Trust Agreement, (a) TKB shall at the Closing, SPAC (i) shall cause any noticesdocuments, certificates 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) use its reasonable best efforts to shall cause the Trustee to, and the Trustee shall thereupon be obligated to, at the Closing, (A) to pay as and when due all amounts payable to TKB Shareholders former shareholders of SPAC pursuant to the TKB Share Redemptions. The Parties agree that after the Closing, Transaction the funds in the Trust Account, and any proceeds received by Pubco or SPAC from any PIPE Investment originated directly or indirectly by or through SPAC or its Representatives, after taking into account payments for the Redemption, shall first be used to pay (i) SPAC’s accrued Expenses and all Closing Paymentspayable in cash at the Closing, (Bii) pay all accrued any loans owed by SPAC to Sponsor for Expenses (including deferred Expenses), other administrative costs and unpaid Transaction Expenses to the respective payees thereof as set forth expenses incurred by or on a written statement to be delivered by Wejo with respect to Wejo Transaction Expenses, delivered by TKB with respect to TKB Transaction Expenses, in each case not less than two (2) Business Days prior to the Closing Datebehalf of SPAC, and (Ciii) the Company’s unpaid expenses that are directly related to the Transaction; provided, however, that to the extent that the aggregate amounts payable in cash described in (i) and (ii) above exceeds US$1,500,000 (such excess, the “Excess SPAC Expense Amount”), Sponsor shall bear 100% of such Excess SPAC Expense Amount; and to the extent Sponsor fails to pay all remaining amounts then available in or otherwise discharge such Excess SPAC Expense Amount at Closing (the Trust Account to TKB for immediate use“Sponsor Shortfall”), subject to this Agreement and the Trust AgreementSponsor, without any further action by any party, shall automatically be deemed to, and shall, irrevocably transfer to Pubco and forfeit for cancellation (band Sponsor and Pubco shall take all actions necessary to effect such transfer, surrender and forfeiture for cancellation) thereafterfor no consideration, a quantity of Pubco Ordinary Shares otherwise due to Sponsor at Closing equal to (x) the Trust Account shall terminate, except as otherwise provided thereinSponsor Shortfall divided by (y) the Per Share Price. Any remaining cash will be transferred to a Target Company or Pubco and used for working capital and general corporate purposes.

Trust Account Proceeds. The parties agree that at, or as soon as practicable after, the Closing, the funds in the Trust Account, after taking into account payments for the TKB Share Redemptions, shall first be used to pay accrued Transaction Expenses and any unpaid expenses incurred by the parties in connection with the negotiation, execution and performance by the parties of their respective obligations under this Agreement and the Mergers and the other transactions contemplated by this Agreement, including the Registration Statement and the Joint Proxy Statement (collectively, the “Closing Payments”). At least five (5) Business Days prior to the anticipated Closing Date, TKB and Wejo shall exchange written statements setting forth complete and accurate schedules of their good faith estimates of all unpaid Transaction Expenses as of the Closing Date. 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 ‎Article VI (other than those conditions that by their nature or terms are to be satisfied at the Closing), TKB but subject to the satisfaction or waiver of those conditions at the Closing) and provision of notice thereof to the Trustee (which notice Moringa shall provide notice (to the Trustee in accordance with the terms of the Trust Agreement): (a) thereof to the Trustee pursuant to and in accordance with and pursuant to the Trust Agreement, (a) TKB shall the Moringa Organizational Documents and the Cayman Islands Law, at the Closing, Moringa: (i) shall cause any noticesthe documents, certificates or other documents and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered at delivered, including providing the time and in the manner required under Trustee with that certain termination letter attached as Exhibit A to the Trust Agreement (“Trust Termination Letter”), and (ii) shall use its commercially reasonable best efforts to cause the Trustee toto distribute the Trust Account as directed in the Trust Termination Letter, and the Trustee shall thereupon be obligated to, at the Closing, including all amounts payable: (A) pay as and when due all amounts payable to TKB Public Shareholders pursuant who have properly elected to have their Moringa Class A Ordinary Shares redeemed for cash in accordance with the TKB Share Redemptions, Transaction Expenses and all Closing Payments, provisions of the Moringa Organizational Documents; (B) pay all accrued and unpaid Transaction Expenses for income tax or other tax obligations of Moringa prior to the respective payees thereof as set forth on a written statement to be delivered by Wejo Closing; (C) with respect to Wejo the deferred expenses of the IPO; (D) for any Transaction ExpensesExpenses of Moringa; (E) as repayment of loans and reimbursement of expenses to directors, delivered officers and equityholders of Moringa, the Sponsor or their respective Affiliates; and (F) to a trust account securing amounts due by TKB Moringa under any forward purchase agreement(s), non-redemption agreements, backstop agreements and similar agreements entered into by both Moringa and the Company in connection with respect to TKB Transaction Expensesthe Transactions (an “FPA”), in each case not less than two (2) Business Days prior to the Closing Date, and (C) pay all remaining amounts then available in the Trust Account to TKB for immediate use, subject to this Agreement and the Trust Agreementaccordance with any such FPA, and (b) thereafter, the Trust Account Agreement shall terminate, except as otherwise provided therein. The Parties agree that subject to the Closing, the funds remaining in the Trust Account, after taking into account the payments referred to above, and any proceeds received by the Company from the Note Financing, shall first be used to pay Transaction Expenses of the Company and the remainder will be paid to the Company.

Trust Account Proceeds. (a) Purchaser shall use its good faith efforts to maintain a minimum of $40,000,000 in cash and cash equivalents as of the Closing, including funds in the Trust Account and proceeds from any Backstop Financing, which such minimum amount shall exclude, for the avoidance of doubt and without duplication, (A) Closing Net Cash or any other assets of the Target Companies, (B) any cash funds necessary to pay all of the Purchaser’s unpaid Expenses, (C) any cash funds subject to the Redemption, and (D) any cash funds necessary to pay any Indebtedness and any other Liabilities of the Purchaser that would be required to be listed as liabilities on a balance sheet prepared in accordance with GAAP, including any Bridge Loans and any promissory notes issued by the Purchaser to the Company (the “Minimum Cash Asset Level”). Further, each of the Purchaser and the Company will, and will cause their respective Representatives to, cooperate with the other Party and provide their respective commercially reasonable efforts to support any recycling of Purchaser’s public securities and any Backstop Financing sought by the Purchaser in order to retain such cash and cash equivalents, including having the Company’s senior management participate in any roadshows as requested by the Purchaser; provided, that no such cooperation shall require the Company to provide any consents pursuant to Section 5.3. (b) The parties Parties agree that at, or as soon as practicable after, after the Closing, the funds in the Trust Account, after taking into account payments for the TKB Share RedemptionsRedemption, shall first be used (i) to pay the Purchaser’s accrued Transaction Expenses, (ii) to pay the Purchaser’s deferred Expenses (including cash amounts payable to Maxim and any unpaid legal fees) of the IPO and (iii) to pay any loans owed by the Purchaser to any Sponsor for any Expenses (including deferred Expenses) or other administrative expenses incurred by the parties in connection with the negotiationPurchaser. Such Expenses, execution and performance as well as any Expenses that are required to be paid by the parties of their respective obligations under this Agreement and the Mergers and the other transactions contemplated by this Agreement, including the Registration Statement and the Joint Proxy Statement (collectively, the “Closing Payments”). At least five (5) Business Days prior to the anticipated Closing Date, TKB and Wejo shall exchange written statements setting forth complete and accurate schedules of their good faith estimates of all unpaid Transaction Expenses as delivery of the Closing Date. Upon satisfaction (orPurchaser’s securities, 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 VI (other than those conditions that by their nature or terms are to will be satisfied paid at the Closing), TKB shall provide notice (in accordance with the terms of the Trust Agreement) thereof to the Trustee pursuant to . Any remaining cash will be used for working capital and in accordance with the Trust Agreement, (a) TKB shall (i) cause any notices, certificates 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) 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 TKB Shareholders pursuant to the TKB Share Redemptions, Transaction Expenses and all Closing Payments, (B) pay all accrued and unpaid Transaction Expenses to the respective payees thereof as set forth on a written statement to be delivered by Wejo with respect to Wejo Transaction Expenses, delivered by TKB with respect to TKB Transaction Expenses, in each case not less than two (2) Business Days prior to the Closing Date, and (C) pay all remaining amounts then available in the Trust Account to TKB for immediate use, subject to this Agreement and the Trust Agreement, and (b) thereafter, the Trust Account shall terminate, except as otherwise provided thereingeneral corporate purposes.

Trust Account Proceeds. The parties Parties agree that at, or as soon as practicable after, after the Closing, the funds in the Trust Account, after taking into account payments for the TKB Share RedemptionsRedemptions and any proceeds received by PHP Ventures or the Company from the PIPE Investment, shall first be used to pay the Company’s, Merger Sub’s and PHP Ventures’ accrued Transaction Expenses Expenses, including PHP Ventures’ deferred expenses of the IPO, repayment of the Loan made by the Sponsor to PHP LTA to the extent not converted to PHP Ventures Units, and any unpaid expenses incurred by the parties Parties in connection with the negotiation, execution and performance performed by the parties Parties of their respective obligations under this Agreement and the Mergers and the other transactions Transactions contemplated by this Agreementhereby, including the Registration Statement, the Proxy Statement and the Joint Proxy Statement PIPE Investment (collectively, the “Closing Payments”). At least five (5) Business Days prior to the anticipated Closing Date, TKB PHP Ventures and Wejo the Company shall exchange written statements setting forth complete and accurate schedules of their good faith estimates of all unpaid Transaction Expenses as of the Closing Date. Upon satisfaction (oror waiver of all conditions to Closing in Article VI, and provision of notice 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 VI (other than those conditions that by their nature or terms are to be satisfied at the Closing), TKB shall provide notice (in accordance with the terms of the Trust Agreement) thereof to the Trustee pursuant to and in accordance with the Trust Agreement, (a) TKB shall (i) cause any notices, certificates 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) use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated toTrustee, at the Closing, (A) PHP Ventures shall deliver to the Trustee per the Trust Agreement all documents, certificates, notices and instruments required to be delivered pursuant to the Trust Agreement, and shall make appropriate arrangements to cause the Trustee to pay as and when due all amounts payable to TKB Shareholders pursuant to the TKB Share RedemptionsRedemption, Transaction Expenses and all Closing Payments, (B) pay all accrued and unpaid Transaction Expenses to the respective payees thereof as Payments set forth on a written statement to be delivered by Wejo with respect to Wejo Transaction Expenses, delivered by TKB with respect to TKB Transaction Expenses, in each case not less than two (2) Business Days prior to the Closing Datethis Section 5.19, and (C) pay all instruct the Trustee to distribute immediately thereafter any remaining amounts cash then available in the Trust Account to TKB for immediate use, subject to this Agreement and an account designated by the Trust Agreement, and (b) thereafterCompany in writing. Thereafter, the Trust Account shall terminate, terminate except as otherwise provided thereinherein.

Trust Account Proceeds. The parties agree that at, or as soon as practicable after, the Closing, the funds in the Trust Account, after taking into account payments for the TKB Share Redemptions, shall first be used to pay accrued Transaction Expenses and any unpaid expenses incurred by the parties in connection with the negotiation, execution and performance by the parties of their respective obligations under this Agreement and the Mergers and the other transactions contemplated by this Agreement, including the Registration Statement and the Joint Proxy Statement (collectively, the “Closing Payments”). At least five (5) Business Days prior to the anticipated Closing Date, TKB and Wejo shall exchange written statements setting forth complete and accurate schedules of their good faith estimates of all unpaid Transaction Expenses as of the Closing Date. 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 VI 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), TKB which notice Acquiror shall provide notice (to the Trustee in accordance with the terms of the Trust Agreement), (i) thereof to the Trustee pursuant to and in accordance with and pursuant to the Trust Agreement, at the Closing, Acquiror (aA) TKB shall (i) cause any noticesdocuments, certificates or other documents opinions 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 TKB Acquiror Shareholders pursuant to the TKB Acquiror Share Redemptions, (2) pay all Company Transaction Expenses and all Closing Payments, (B) pay all accrued and unpaid Transaction Expenses to the respective payees thereof as set forth on a written statement to be delivered by Wejo with respect to Wejo Acquiror Transaction Expenses, delivered by TKB with respect to TKB Transaction Expenses, in each case not less than two (2) Business Days prior to the Closing Date, and (C3) pay all remaining amounts then available in the Trust Account to TKB Acquiror for immediate useworking capital and general corporate purposes, subject to this Agreement and the Trust Agreement, Agreement and (bii) thereafter, the Trust Account shall terminate, except as otherwise provided therein. (xviii) Section 7.10(b) (Subscription Agreements—Reasonable Best Efforts) of the Merger Agreement is hereby modified and amended by adding the following text as the final sentence thereof: Notwithstanding the foregoing, the amounts due by SoftBank and Sponsor pursuant to the Subscription Agreements shall be reduced, on a pro rata, dollar-for-dollar basis by (A) such amount of the aggregate principal amount of the bridge notes issued pursuant to the Bridge Financing Agreement, and (B) such amount of cash received by the Acquiror at the Closing from the Trust Account pursuant to Section 7.2 and after the payments set forth in clauses (i)(A) and (i)(B) of such section; provided, that to the extent such cash from the Trust Account is attributable to investors in Sponsor or in funds affiliated with Sponsor, such dollar-for-dollar reductions shall only be with respect to the amounts due by Sponsor pursuant to the Subscription Agreements. (xix) A new Section 7.12 (Additional Note Commitments) is added to Article VII of the Merger Agreement as follows: