Unpaid SPAC Expenses Sample Clauses

Unpaid SPAC Expenses. Section 4.20 of the SPAC Disclosure Schedules sets forth a complete and accurate list of the Unpaid SPAC Expenses (i) incurred on or following May 1, 2023 and due and owing as of the date hereof and (ii) expected to be due and owing as of the Closing (as estimated in good faith by the SPAC as of the date hereof), including, for each item on such list, the dollar amount thereof.
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Unpaid SPAC Expenses. No less than twenty (20) days prior to the anticipated Closing Date, the SPAC shall deliver to the Company (a) a statement containing a list of the Unpaid SPAC Expenses that the SPAC reasonably believes will be outstanding immediately prior to the Effective Time, and (b) to the extent applicable, assignment agreements or other documents referenced in Section 2.6(a)(xiv).
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Unpaid SPAC Expenses. Notwithstanding anything herein or in the Business Combination Agreement to the contrary, if the Company pays more than $2,250,000 of Unpaid SPAC Expenses on or after the Closing Date (such amount in excess of $2,250,000 actually paid, the “Additional Unpaid SPAC Expenses Amount”), then, without duplication,
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Unpaid SPAC Expenses. Notwithstanding anything herein or in the Business Combination Agreement to the contrary, if the Company pays more than $2,250,000 of Unpaid SPAC Expenses on or after the Closing Date (such amount in excess of $2,250,000 actually paid, the “Additional Unpaid SPAC Expenses Amount”), then, without duplication, (i) the number of Achari Put Shares subject to the Achari Put Options (for the avoidance of doubt, giving effect to any anti-dilution or other adjustments as contemplated by Section 1(h) above) shall be reduced by a number of Achari Put Shares equal to the quotient of the Additional Unpaid SPAC Expenses Amount divided by $8.00 following written notice to the Sponsor and (ii) the number of Achari Put Shares that the Achari Put Holder is to maintain as a result of the Sponsor Letter Agreement shall be reduced from 750,000 by a number of Achari Put Shares equal to the quotient of the Additional Unpaid SPAC Expenses Amount divided by $8.00 following written notice to the Sponsor (for the avoidance of doubt, giving effect to any anti-dilution or other adjustments as contemplated by Section 1(h) above). Notwithstanding the foregoing, after the Closing Date, the Company may only pay Unpaid SPAC Expenses in excess of $2,250,000 to the extent such Unpaid SPAC Expenses remain the Company’s liability on the date no earlier than five (5) Business Days following written notice from the Company to the Sponsor that the Company intends to pay such Unpaid SPAC Expenses; provided that in no event shall the Additional Unpaid SPAC Expenses Amount exceed $2,250,000. In the event that a reduction in the number of Achari Put Shares is required pursuant to this Section 1(j), each Achari Put Holder agrees to use its reasonable efforts to comply with all reasonable requests from the Company or the transfer agent for the SPAC’s common stock so that the records of such transfer agent properly reflect such reduction, and each Achari Put Holder agrees that until such requests have been complied with, it will refrain from exercising any Achari Put Option. Any reduction in the Achari Put Options and Achari Put Shares pursuant to this Section 1(j) shall have a corresponding pro rata reduction on the terms in this Agreement directly tied to the Achari Put Options and the Achari Put Shares including, Initial Liquidity Amount, Required Liquidity Amount, Initial Achari Put Options, Second Achari Put Options.
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Unpaid SPAC Expenses. The Unpaid SPAC Expenses shall not exceed $4,500,000.
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Unpaid SPAC Expenses. To the Knowledge of the SPAC, the material Unpaid SPAC Expenses as of the Execution Date are set forth in Section 4.23 of the SPAC Disclosure Schedules.
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Unpaid SPAC Expenses. As of the Closing, the Parties agree that (i) $2,000,000 of such Unpaid SPAC Expenses shall be paid with 600,601 shares of common stock, par value $0.0001, of the Surviving Corporation, in accordance with Section 2.1(a)(ix) of the Agreement, (ii) the Unpaid SPAC Expenses, for purposes of calculating the Available Closing Cash in the Agreement, shall exclude the $2,000,000 that has been paid in equity and (iii) $600,000 of Unpaid SPAC Expenses shall be paid to the Sponsor in accordance with Section 5.12 of the Agreement.
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Unpaid SPAC Expenses. In the event that on the Closing Date the amount of Unpaid BCSA Liabilities is greater than $12,500,000, on the Closing Date and prior to the Effective Time, Sponsor shall pay BCSA an amount in unrestricted cash, by wire transfer of immediately available funds, equal to the amount by which the Unpaid BCSA Liabilities exceed $12,500,000.
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Related to Unpaid SPAC Expenses

  • Additional Expenses The Underwriter will pay all expenses (e.g., shipping, postage and courier costs) associated with the delivery of the Prospectus to prospective investors and investors, other than the costs of delivery to the Underwriter's facilities, provided, that if courier services (other than overnight delivery services utilized in the ordinary course of business) are required to ensure that the Prospectus is delivered to investors on the day immediately preceding the Closing Date, the Company will pay such courier expenses. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Underwriter and the Company. Very truly yours, PAINEWEBBER INCORPORATED By:____________________________ Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date hereof. GE CAPITAL MORTGAGE SERVICES, INC. By:____________________________ Name: Title:

  • Loan Expenses Borrower agrees to pay all of the Loan Expenses. Any Loan Expenses paid by Lender shall bear interest commencing on the date demand for repayment thereof is made by Lender until repaid to Lender at the Default Rate and shall be paid by Borrower upon demand, or may be paid by Lender at any time by disbursement of proceeds of the Loan. Any Loan Expenses paid by Lender shall be reimbursed to Lender by Borrower regardless of whether there shall be any disbursements of the Loan.

  • Collection Expenses The Borrower further agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys’ fees, incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder which are not paid when due.

  • Reimbursable Expenses If the Compensation Table set forth in Attachment C of this Approved Service Order states that the City will reimburse the Consultant for expenses, then only the expenses identified in Subsection 10.5.3 of the Master Agreement are Reimbursable Expenses unless the following box is marked and additional reimbursable expenses are set forth: In addition to the expenses identified in Subsection 10.5.3 of the Master Agreement, the following expenses are Reimbursable Expenses: Additional Reimbursable Expense(s) Mark-up

  • Termination Fee; Expenses (a) In the event that (i) this Agreement is terminated pursuant to Section 9.01(c)(iv) or 9.01(e); or (ii) (x) a Company Third Party Acquisition Offer shall have been made to the Company and shall have become known publicly, (y) this Agreement shall have been terminated pursuant to Section 9.01(b), 9.01(c)(i) or 9.01(d)(i) (in each case, other than by reason of the failure of the conditions set forth in any of Sections 8.01(b), (c) or (d) to be fulfilled or the failure of the conditions set forth in Section 8.03 to be fulfilled), or pursuant to Section 9.01(c)(ii) or 9.01(d)(ii) and (z) within 12 months after termination the Company shall have entered into an agreement with respect to, or consummated, any Company Third Party Acquisition (defined below), then, the Company shall pay to Buyer a fee equal to $2,250,000, in cash (the "TERMINATION FEE"), plus an amount, in cash (the "EXPENSE REIMBURSEMENT AMOUNT"), not to exceed $750,000, equal to all documented out-of-pocket expenses and fees incurred by Buyer (including fees and expenses payable to all legal, accounting, financial, public relations and other professional advisors) arising out of, in connection with or related to this Agreement, the Merger or the transactions contemplated by this Agreement. The Termination Fee and Expense Reimbursement Amount shall be paid by wire transfer of same day funds to an account designated by Buyer (x) in the case of Section 9.03(a)(i), upon termination of this Agreement, and (y) in the case of Section 9.03(a)(ii), upon the earlier of such entry into an agreement with respect to a Company Third Party Acquisition or such consummation of a Company Third Party Acquisition. It shall be a condition to termination of this Agreement by the Company pursuant to any paragraph of Section 9.01 that requires payment of the Termination Fee and Expense Reimbursement Amount upon termination pursuant thereto, that such payment has been made. In no event shall more than one Termination Fee be payable under this Article IX. As used in Section 9.03 (a)(ii)(z), a "COMPANY THIRD PARTY ACQUISITION" means (i) a transaction pursuant to any Company Third Party Acquisition Offer in which any third party acquires at least 40% of the outstanding shares of Company Common Stock by tender offer, exchange offer or otherwise, (ii) a merger or other business combination (other than with Buyer or Buyer Subsidiary) in which, immediately after giving effect thereto, shareholders other than the shareholders of the Company immediately prior thereto own at least 40% of the entity surviving such merger or business combination, or (iii) any transaction pursuant to which any third party acquires assets of the Company having a fair market value equal to at least 40% of all of the assets of the Company and its Subsidiaries, taken as a whole, immediately prior to such transaction.

  • CP Costs Payments On each Settlement Date, Seller shall pay to Agent (for the benefit of the Conduits) an aggregate amount equal to all accrued and unpaid CP Costs in respect of the outstanding Capital of each of the Conduits for the related Settlement Period in accordance with Article II.

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