Use of Trust Account Proceeds. The Parties agree that at Closing, the funds in the Trust Account, after taking into account payments for the Redemption, and any proceeds received by Pubco or Purchaser from any PIPE Investment shall be used to pay (i) Purchaser’s and the Company’s documented accrued Expenses, (ii) Purchaser’s deferred underwriting fee from its IPO, and (iii) any loans owed by Purchaser to Sponsor for Expenses directly relating to this Transaction (it being understood that such Expenses shall not be separately reimbursed), and any premiums for the D&O Tail Insurance. Such amounts, as well as any Expenses that are required or permitted to be paid by delivery of Pubco Securities, will be paid at the Closing, provided that if the Closing is consummated and the funds in the Trust Account and any proceeds received by any PIPE Investment are insufficient to cover the Expenses, the Surviving Company shall pay all fees and expenses of each party, including legal, accounting, and advisory fees of Purchaser up to $1,600,000. Any remaining cash will be distributed to the Company and used for working capital and general corporate purposes.
Use of Trust Account Proceeds. The Parties agree that after the Closing, the funds in the Trust Account, after taking into account payments for the Redemption, and any proceeds received by Pubco or Purchaser from any PIPE Financing shall first be used (i) to pay Purchaser’s accrued Transaction Expenses, (ii) to pay Purchaser’s deferred Transaction Expenses (including cash amounts payable to its underwriter and any legal fees) of the IPO, and (iii) to pay any loans owed by Purchaser to Sponsor for Transaction Expenses (including deferred Transaction Expenses), other administrative costs and expenses incurred by or on behalf of Purchaser and any premiums for the D&O Tail Insurance. Such amounts, as well as any Transaction Expenses that are required or permitted to be paid by delivery of Pubco Securities, will be paid at the Closing. Any remaining cash will be distributed to a Target Company and used for working capital and general corporate purposes.
Use of Trust Account Proceeds. Purchaser shall provide the Company with an estimated written statement of Expenses prepared in good faith (the “Purchaser Expenses Statement”), at least five (5) Business Days prior to the End Date, and shall deliver to the Company a final Purchaser Expenses Statement on or prior to the End Date, which shall be mutually agreed in writing by Purchaser and the Company prior to the payment of any such Expenses from the Trust Account. At the End Date, Purchaser shall cause the documents, certificates and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered. The Parties agree that after the End Date, the funds in the Trust Account, after taking into account payments for the Redemption, and any proceeds received by Purchaser from any PIPE Investment shall first be used, and Purchaser will make all appropriate arrangements to cause the Trustee to pay (i) Purchaser’s accrued Expenses set forth on Purchaser Expenses Statement, (ii) Purchaser’s deferred Expenses set forth on the final Purchaser Expenses Statement (including cash amounts payable to its underwriter and any legal fees) of the IPO, and (iii) any loans owed by Purchaser to Sponsor for Expenses (including deferred Expenses) that are not converted into Purchaser Securities in the aggregate amount of the principal balance and accrued interest for such loans set forth on the final Purchaser Expenses Statement. Any remaining cash will be used for working capital and general corporate purposes of Purchaser.
Use of Trust Account Proceeds. The Parties agree that after the Closing, the funds in the Trust Account, after taking into account payments for the Closing Redemption, and any proceeds received by the Purchaser from any PIPE Investment, if any, shall first be used (i) to pay the Purchaser’s accrued Expenses, (ii) to pay the Purchaser’s deferred Expenses (including any legal fees) of the IPO and (iii) to pay for any loans or other outstanding obligations owed by the Purchaser to the Sponsor. Such amounts, as well as any Expenses that are required or permitted to be paid by delivery of the Purchaser’s securities, will be paid at the Closing. Any remaining cash will be used for general corporate purposes. In the event that at the Closing, the Purchaser does not have sufficient funds to pay in full any loans or other obligations owed to the Sponsor, the Company will pay such amounts at the Closing.
Use of Trust Account Proceeds. (a) The Parties agree that after the Closing, the funds in the Trust Account (net of obligations with respect to redemptions and the payment of Taxes and other permitted payments or distributions), and any other funds of the Purchaser shall first be used to pay, in the following order (i) any third party debt or fees owed by the Topco or Target Affiliates, (ii) any insurance payments owed by the Target Affiliates, the Seller, or the Surviving Company, (iii) the Seller’s Expenses, (iv) the Purchaser’s Expenses, (v) any working capital loans provided to the Purchaser by the Seller or Seller Merger Sub since November 30, 2023 (“Seller Loans”), and (vi) any outstanding loans between the Purchaser Sponsor and the Purchaser, including any Extension Expenses (the “Purchaser Sponsor Loans”). Any remaining cash will be used by the Purchaser for working capital and general corporate purposes.
(b) If there are insufficient funds remaining to repay the Seller Loans or the Purchaser Sponsor Loans then the amounts remaining under the Seller Loans and the Purchaser Sponsor Loans will be convertible into Domesticated Purchaser Class A Common Stock up to a maximum aggregate value of Five Million Dollars ($5,000,000 with each share of Domesticated Purchaser Class A Common Stock to have a deemed value of Ten Dollars ($10.00)), with Seller Loans maintaining conversion priority over the Purchaser Sponsor Loans.
Use of Trust Account Proceeds. 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 franchise and income taxes, (ii) up to $187,500 to fund working capital requirements, and (iii) to effectuate the Tender Offer. The Parties agree that at the Closing, the funds in the Trust Account, after taking into account payments for the Redemption, shall first be used (a) to pay the Preferred Payment and (b) up to $16,400,000 to pay all Buyer Transaction Expenses. Any remaining proceeds shall be distributed to the Company and used for working capital and general corporate purposes. Thereafter, the Trust Account and Trust Agreement shall be terminated.
Use of Trust Account Proceeds. Except for payments to be made out of the Trust Account in relation to the VIH Share Redemption, none of the funds held in the Trust Account shall be released prior to the Closing Date. VIH shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and shall use its commercially reasonable efforts to cause the Trustee to, and the Trustee shall be obligated to disburse the funds in the Trust Account to pay all amounts due pursuant to the VIH Share Redemptions and thereafter disburse the remaining funds in the Trust Account to (a) pay any Expenses of VIH, Holdco or Merger Sub and (b) to pay any loans owed by VIH to the VIH Sponsor for Expenses (including deferred Expenses) and other administrative costs and expenses incurred by or on behalf of VIH. Such amounts shall be paid at the Closing pursuant to written instructions delivered by VIH to the Trustee at the Closing. Any remaining cash shall be distributed to Holdco (or as otherwise designated in writing by the Target Company to VIH prior to the Closing) pursuant to such written instructions and used for working capital and general corporate purposes and thereafter, the Trust Account shall terminate, except as otherwise provided therein.
Use of Trust Account Proceeds. Except for payments to be made out of the Trust Account in relation to the Netfin Share Redemption or as set forth on Schedule 8.14, none of the funds held in the Trust Account shall be released prior to the Closing Date. The parties hereto agree that after the Closing, the funds in the Trust Account, after taking into account payments for the Netfin Share Redemption, any other funds of Holdco or Netfin shall first be used (a) to pay the Cash Consideration, (b) to pay Netfin’s accrued Expenses, (c) to pay Netfin’s deferred Expenses (including cash amounts payable to X. Xxxxx FBR, Inc. and any legal or other fees) of the IPO and (d) to pay any loans owed by Netfin to the Netfin Sponsor for Expenses (including deferred Expenses), other administrative costs and expenses incurred by or on behalf of Netfin, and any premiums for the D&O Tail Insurance. Such amounts shall be paid at the Closing pursuant to written instructions delivered by Netfin to the Trustee at the Closing (which amounts paid to or on behalf of the Target Company shall be based on written instructions provided by the Stockholders to Netfin prior to the Closing). Any remaining cash shall be distributed to Holdco (or as otherwise designated in writing by the Target Company to Netfin prior to the Closing) pursuant to such written instructions and used for working capital and general corporate purposes.
Use of Trust Account Proceeds. The Parties agree that after the Closing, the funds in the Trust Account, after taking into account payments for the Redemption, and any proceeds received by Pubco or Purchaser from any PIPE Investment and any other funds of Pubco or Purchaser shall first be used (i) to pay the Cash Consideration, if any, (ii) to pay Purchaser’s accrued Expenses, (iii) to pay Purchaser’s deferred Expenses (including cash amounts payable to EBC and any legal fees) of the IPO and (iv) to pay any loans owed by Purchaser to Sponsor for Expenses (including deferred Expenses), other administrative costs and expenses incurred by or on behalf of Purchaser, Extension Expenses and any premiums for the D&O Tail Insurance. Such amounts, as well as any Expenses that are required or permitted to be paid by delivery of Pubco Securities, will be paid at the Closing pursuant to written instructions delivered by Purchaser to the Trustee at the Closing (which amounts paid to or on behalf of the Company will be based on written instructions provided by the Company to Purchaser prior to the Closing). Any remaining cash will be paid to the Company (or as otherwise designated in writing by the Company to Purchaser prior to the Closing) pursuant to such written instructions and used for working capital and general corporate purposes.
Use of Trust Account Proceeds. The Parties agree that after the Closing, the funds in the Trust Account, after taking into account payments for the Closing Redemption, shall first be used (i) to pay the Purchaser’s accrued Expenses, (ii) to pay the Purchaser’s deferred Expenses (including any legal fees) of the IPO and (iii) to pay for any loans or other outstanding obligations owed by the Purchaser to the Sponsor. Such amounts, as well as any Expenses that are required or permitted to be paid by delivery of the Purchaser’s securities, will be paid at the Closing. Any remaining cash will be used for general corporate purposes.
