Acquiror Closing Cash Amount means an amount, calculated as of the Closing, equal to the sum of (a) the amount of cash available in the Trust Account after deducting the Acquiror Share Redemption Amount, the amounts of Acquiror Transaction Expenses and Company Transaction Expenses and any other amount with respect to which Acquiror has Liability for payment at the Closing, plus (b) the PIPE Investment Amount, to the extent actually received and held by Acquiror as of the Closing, plus (c) the aggregate net proceeds from each of the SAFEs to the Company; provided that, other than as provided in the foregoing clause (c), Acquiror Closing Cash Amount shall not take into account any amount of cash or cash equivalents available and held by the Company or any of its Subsidiaries as of the Closing.

Acquiror Closing Cash Amount means an amount, calculated as of the Closing, equal to the sum of (a) the amount of cash available in the Trust Account after deducting the Acquiror Share Redemption Amount (but prior to payment of any Acquiror Transaction Expenses or Company Transaction Expenses), plus (b) the PIPE Investment Amount, to the extent actually received by Acquiror, the Company or any of their respective Subsidiaries substantially concurrently with the Closing and held by Acquiror as of the Closing plus (c) the portion of the Net Ancillary Investment Amount, if any, resulting from Ancillary Investments arranged solely by Acquiror or any of its Representatives acting on its behalf (and not arranged by the Company or any of its Representatives acting on its behalf).

Acquiror Closing Cash Amount means an amount, calculated as of the Closing, equal to the sum of (a) the amount of cash available in the Trust Account after deducting the Acquiror Share Redemption Amount and after payment of any Acquiror Transaction Expenses and Company Transaction Expenses, plus (b) the PIPE Investment Amount, plus (c) the aggregate net proceeds of any other equity financing of Acquiror agreed to by the Company, in each case of clauses (b) and (c), to the extent actually received by Acquiror, the Company or any of their respective Subsidiaries substantially concurrently with the Closing and held by Acquiror as of the Closing.

Examples of Acquiror Closing Cash Amount in a sentence

The proceeds raised pursuant to such additional Subscription Agreement(s) shall be included in the determination of the Acquiror Closing Cash Amount.
The Acquiror Closing Cash Amount is no less than an aggregate amount of $50,000,000.
Upon the expiration of the Vesting Period, unvested Founder Shares will be forfeited and cancelled for no consideration.●Graf and NKMAX entered into a Backstop Agreement, pursuant to which NKMAX committed to the purchase of Mandatory Backstop Shares if the Acquiror Closing Cash Amount exclusive of any proceeds to be received upon the sale of the Mandatory Backstop Shares was below $50.0 million.
The proceeds raised pursuant to such additional Subscription Agreement(s) shall be included in the determination of the Acquiror Closing Cash Amount and Acquiror shall notify the Company of any changes in the amount of proceeds raised pursuant to such Subscription Agreement(s).

More Definitions of Acquiror Closing Cash Amount

Acquiror Closing Cash Amount means an amount equal to the sum of (a) the amount of cash available in the Trust Account as of the Closing after deducting the Acquiror Share Redemption Amount, plus (b) the PIPE Investment Amount, to the extent actually received by Acquiror, the Company or any of their respective Subsidiaries substantially concurrently with the Closing, in each case of clauses (a) and (b) prior to giving effect to the payment of any Acquiror Transaction Expenses or Company Transaction Expenses.

Acquiror Closing Cash Amount means an amount equal to the sum of (a) the amount of cash available in the Trust Account as of the Closing after deducting the aggregate amount payable with respect to the Redemption (and after deducting any excise tax under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) incurred therewith by Acquiror, taking into account all reductions reasonably expected to be available under Section 4501(c)(3) of the Code in the relevant taxable year), plus (b) the aggregate amount received by the Company, the Acquiror or any of its Subsidiaries substantially concurrently with the Closing pursuant to the Subscription Agreements, plus (c) the Backstop Amount, in each case of clauses (a), (b) and (c) after giving effect to the payment of any Outstanding Acquiror Expenses incurred or payable by Acquiror but before giving effect to the payment of any Outstanding Company Expense.

Acquiror Closing Cash Amount means an amount, calculated as of the Closing, equal to the sum of (a) the amount of cash available in the Trust Account after deducting the Acquiror Share Redemption Amount, the amounts of Acquiror Transaction Expenses and Company Transaction Expenses and any other amount with respect to which Acquiror has Liability for payment at the Closing, plus (b) the PIPE Investment Amount, to the extent actually received and held by Acquiror as of the Closing; provided that Acquiror Closing Cash Amount shall not take into account any amount of cash or cash equivalents available and held by the Company or any of its Subsidiaries as of the Closing (other than the net proceeds from the SAFE Note to the Company, which shall be taken into account in the determination of Acquiror Closing Cash Amount).

Related to Acquiror Closing Cash Amount

Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.
Closing Cash Consideration has the meaning set forth in Section 2.02.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Closing Merger Consideration has the meaning set forth in Section 2.02
Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Earnout Amount has the meaning set forth in Section 2.5.1b).
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Closing Payment has the meaning set forth in Section 2.2(a).
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Closing Payment Amount will have the meaning set forth in Section 1.3(a).
Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

Acquiror Closing Cash Amount definition

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