Common use of Trust & Closing Funding Clause in Contracts

Trust & Closing Funding. Subject to the satisfaction or waiver of the conditions set forth in Section 4.1 (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions) 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), in accordance with the Trust Agreement and SPAC Governing Documents, at the Closing, SPAC shall (a) cause the documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered, and (b) cause the Trustee to pay as and when due (x) all amounts payable to SPAC Shareholders who shall have validly elected to redeem their SPAC Class A Shares pursuant to SPAC Existing Memorandum and Articles and direct and use its reasonable best efforts to cause the Trustee to pay as and when due the Deferred Discount (as defined in the Trust Agreement) pursuant to the terms of the Trust Agreement, except to the extent that such Deferred Discount is waived, and (y) SPAC Transaction Expenses at the Closing.

Appears in 4 contracts

Samples: Business Combination Agreement (Newcourt Acquisition Corp), Business Combination Agreement, Business Combination Agreement (Newcourt Acquisition Corp)

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Trust & Closing Funding. Subject to the satisfaction or waiver of the conditions set forth in Section 4.1 2.6 (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions) and provision of notice thereof to the Trustee (which notice SPAC the Buyer shall provide to the Trustee in accordance with the terms of the Trust Agreement), in accordance with the Trust Agreement and SPAC the Buyer Governing Documents, at the Closing, SPAC the Buyer shall (a) cause the documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered, and (b) cause the Trustee to pay as and when due (x) all amounts payable to SPAC Shareholders Buyer Stockholders who shall have validly elected to redeem their SPAC shares of Buyer Class A Shares Common Stock pursuant to SPAC Existing Memorandum and Articles the Buyer Certificate of Incorporation and direct and use its reasonable best efforts to cause the Trustee to pay as and when due the Deferred Discount (as defined in the Trust Agreement) pursuant to the terms of the Trust Agreement, except to the extent that such Deferred Discount is waived, and (y) SPAC Transaction Expenses at the Closingpay all amounts payable pursuant to Section 2.2.

Appears in 2 contracts

Samples: Business Combination Agreement (dMY Technology Group, Inc.), Business Combination Agreement (dMY Technology Group, Inc.)

Trust & Closing Funding. Subject to the satisfaction or waiver of the conditions set forth in Section 4.1 (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions) 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), in accordance with the Trust Agreement and SPAC Governing Documents, at the Closing, SPAC shall (a) cause the documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered, and (b) cause the Trustee to pay as and when due (x) all amounts payable to SPAC Shareholders Stockholders who shall have validly elected to redeem their SPAC Class A Shares pursuant to SPAC Existing Memorandum and Articles Certificate of Incorporation and direct and use its reasonable best efforts to cause the Trustee to pay as and when due the Deferred Discount (as defined in the Trust Agreement) pursuant to the terms of the Trust Agreement, except to the extent that such Deferred Discount is waived, and (y) SPAC Transaction Expenses at the Closing.

Appears in 1 contract

Samples: Business Combination Agreement (Iris Acquisition Corp)

Trust & Closing Funding. Subject to the satisfaction or waiver of the conditions set forth in Section 4.1 2.5 (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions) and provision of notice thereof to the Trustee (which notice SPAC dMY shall provide to the Trustee in accordance with the terms of the Trust Agreement), in accordance with the Trust Agreement and SPAC the dMY Governing Documents, at the Closing, SPAC dMY shall (a) cause the documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered, and (b) cause the Trustee to pay as and when due (x) all amounts payable to SPAC Shareholders dMY Stockholders who shall have validly elected to redeem their SPAC shares of dMY Class A Shares Common Stock pursuant to SPAC Existing Memorandum and Articles the dMY A&R Certificate of Incorporation and direct and use its reasonable best efforts to cause the Trustee to pay as and when due the Deferred Discount (as defined in the Trust Agreement) pursuant to the terms of the Trust Agreement, except to the extent that such Deferred Discount is waived, and (y) SPAC Transaction Expenses at the Closingpay all amounts payable pursuant to Section 2.2.

Appears in 1 contract

Samples: Transaction Support Agreement (dMY Technology Group, Inc. II)

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Trust & Closing Funding. Subject to the satisfaction or waiver of the conditions set forth in Section 4.1 3.2 (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions) and provision of notice thereof to the Trustee (which notice SPAC the Investor shall provide to the Trustee in accordance with the terms of the Trust Agreement), in accordance with the Trust Agreement and SPAC the Investor Governing Documents, at the Closing, SPAC the Investor shall (a) cause the documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered, and (b) cause the Trustee to pay as and when due (x) all amounts payable to SPAC Investor Shareholders who shall have validly elected to redeem their SPAC Investor Class A Shares pursuant to SPAC the Investor Existing Memorandum and Articles and direct and use its reasonable best efforts to cause the Trustee to pay as and when due the Deferred Discount (as defined in the Trust Agreement) pursuant to the terms of the Trust Agreement, except to the extent that such Deferred Discount is waived, and (y) SPAC the Investor Transaction Expenses at the Closing, and (z) pay all amounts payable pursuant to Section 2.2(e).

Appears in 1 contract

Samples: Business Combination Agreement (Helix Acquisition Corp)

Trust & Closing Funding. Subject to the satisfaction or waiver of the conditions set forth in Section 4.1 2.5 (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions) and provision of notice thereof to the Trustee (which notice SPAC SEAC shall provide to the Trustee in accordance with the terms of the Trust Agreement), in accordance with the Trust Agreement and SPAC the SEAC Governing Documents, at the Closing, SPAC SEAC shall (a) cause the documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered, and (b) cause the Trustee to pay as and when due (xi) all amounts payable to SPAC Shareholders SEAC Stockholders who shall have validly elected to redeem their SPAC shares of SEAC Class A Shares Common Stock pursuant to SPAC Existing Memorandum and Articles the SEAC A&R Certificate of Incorporation and direct and use its reasonable best efforts to cause the Trustee to pay as and when due the Deferred Discount (as defined in the Trust Agreement) pursuant to the terms of the Trust Agreement, except to the extent that such Deferred Discount is waived, and (yii) SPAC Transaction Expenses at the Closingpay all amounts payable pursuant to Section 2.2.

Appears in 1 contract

Samples: Business Combination Agreement (Sports Entertainment Acquisition Corp.)

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