Available Closing Cash means an amount (that is not generated from any borrowing) equal to the sum of (a) the amount of cash available in the Trust Account following the SPAC Shareholders’ Meeting, after deducting the amount required to satisfy the SPAC Share Redemption and payments of (i) SPAC Transaction Expenses (not to exceed US$2,500,000) and (ii) Group Company Transaction Expenses (not to exceed US$8,000,000), plus (b) the proceeds of Transaction Financings actually received by PubCo prior to or substantially concurrently with the Merger Closing.
Available Closing Cash means, as of the Closing (and without duplication), (a) the amount of funds contained in the Trust Account (after reduction for the aggregate amount of payments made or required to be made in connection with the Priveterra Stockholder Redemption), plus (b) the amount of immediately available funds funded to Priveterra or the Company prior to the Closing pursuant to any Interim Financing Arrangement entered into prior to the Closing and the amount of funds committed to Priveterra or the Company pursuant to any Interim Financing Arrangement entered into prior to the Closing that are or will be available to Priveterra or the Company, as applicable, (x) upon or immediately following the Closing or (y) within a six-month period following the Closing and the availability of which to Priveterra or the Company, as applicable, is subject only to the passage of time or such conditions as would reasonably be expected to be satisfied within such six-month period (provided, that, any such condition will be deemed not to be reasonably expected to be satisfied if such condition is outside of the Company’s sole control, including, any minimum stock price thresholds, minimum public float, or other trading or listing requirement; provided, however, that, the filing of, or effectiveness of, a registration statement will be deemed to be reasonably expected to be satisfied by the Company), plus (c) any amount of proceeds funded of any Bridge Loan received by the Company prior to the Closing to the extent such amount is not required to be repaid prior to the later of either (A) December 31, 2023 or (B) within the first six months following the Closing, pursuant to the terms of such Bridge Loan, plus (d) the amount of proceeds (in an amount not to exceed the Excess Expenses Amount) immediately available to Priveterra or the Company at or prior to the Closing pursuant to any equity financing provided by Priveterra pursuant to Section 5.18 in respect of any Excess Expenses Amount, in the case of the foregoing clauses (a), (b) (c) and (d) before giving effect to the payment of any Transaction Expenses, minus (e) all Unpaid Priveterra Expenses.
Available Closing Cash means, as of the Closing (a) the amount of funds contained in the Trust Account (after reduction for the aggregate amount of payments made or required to be made in connection with the DYNS Stockholder Redemption), plus (b) the amount of funds available to consummate the Merger pursuant to the PIPE Financing, in each case, before giving effect to the payment of any Transaction Expenses.
Examples of Available Closing Cash in a sentence
Immediately following the Closing, the Available Closing Cash shall be at least $30,000,000.
More Definitions of Available Closing Cash
Available Closing Cash means, as of the Closing, (i) the amount of funds contained in the Trust Account (after reduction for the aggregate amount of payments required to be made in connection with the SPAC Stockholder Redemption), plus (ii) the PIPE Financing Amount, plus (iii) the Debt Financing Proceeds, plus (iv) the Closing Balance Sheet Cash, plus (v) the Backstop Amount Proceeds (if any),less (vi) the Debt Payoff Amount, less(vii) Transaction Expenses (other than Seller-Borne Transaction Expenses), less (viii) the Primary Capital.
Available Closing Cash means, as the applicable Partnership Record Date, an amount equal to (a) Closing Cash, less (b) the aggregate amount of Closing Cash previously Distributed pursuant to Section 5.1(a)(ii), less (c) the aggregate amount of reimbursements previously made pursuant to Section 7.4(b).
Available Closing Cash means an amount equal to (i) the aggregate cash proceeds from the Trust Account (after reduction for the aggregate amount required to be paid in connection with the Parent Common Stockholder Redemption), or any additional funds, including cash or cash equivalents, raised by the Parent during the Interim Period (excluding amounts raised through non-convertible debt securities or Working Capital Loans), plus (ii) the aggregate amount of cash that has been funded to the Company pursuant to any Interim Financing, if any, during the period commencing on the day prior to the signing of this Agreement and ending at the Closing, minus (iii) the amount of all Parent Transaction Expenses, minus (iv) the amount of all Company Transaction Expenses; provided that, for purposes of determining the amount of Available Closing Cash, Company Transaction Expenses shall not exceed $10,000,000.
Available Closing Cash means (i) all amounts in the Trust Account, plus (ii) the aggregate amount of cash funded to the Acquiror or the Company pursuant to any Pre-Closing Financing at or prior to the Closing, plus (iii) any other cash then held by Acquiror as of immediately prior to the Closing, minus (iv) the aggregate amount of payments required to be made by Acquiror in connection with the Acquiror Share Redemption, and minus (v) all reasonable cash fees, costs and expenses of Acquiror and the Company incurred prior to and through the Closing Date in connection with the Transactions, including deferred underwriting discounts or fees and the cash fees, costs, expenses and disbursements of counsel, accountants, advisors and consultants of Acquiror and the Company, which cash fees, costs and expenses Acquiror and the Company shall each use commercially reasonable efforts to minimize as may be required or appropriate to effect the closing of the Transactions.
Available Closing Cash means an amount (that is not generated from any borrowing) equal to the sum of (a) the amount of cash available in the Trust Account at the Second Closing, after deducting (A) the Acquiror Shareholder Redemption Amount and (B) payments of (i) Acquiror Transaction Expenses, (ii) Company Transaction Expenses, (iii) deferred underwriting commission payable to the underwriters in the initial public offering of Acquiror and (iv) outstanding principal and interests of the matured promissory notes of Acquiror if the holders elect to repay such notes in cash, plus (b) the proceeds of the Transaction Financing.
Available Closing Cash means an amount (that is not generated from any borrowing) equal to the sum of (a) the amount of cash available in the Trust Account following the SPAC Shareholders’ Meeting, after deducting the amount required to satisfy the SPAC Share Redemption and payments of (i) SPAC Transaction Expenses (not to exceed $2,500,000) and (ii) Group Company Transaction Expenses (not to exceed $8,000,000), plus (b) the proceeds of Transaction Financings actually received by PubCo prior to or substantially concurrently with the Merger Closing.
Available Closing Cash means an amount equal to the sum of (a) cash available in the Trust Account after deducting (i) the amount required to satisfy the redemption regarding Parent Redeeming Shares, (ii) the payment of Deferred Underwriting Amount, and (iii) payments of Transaction Expenses, plus (b) the proceeds of Transaction Financing, provided that, such amount shall be no less than $5,000,000.