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, plus (e) the amount of immediately available funds funded to Priveterra or the Company pursuant to any Financing Merger Transaction entered into prior to the Closing (less any fees, expenses, assumed indebtedness (including long-term indebtedness) or current liabilities that are or will be payable or assumed by Priveterra, the Company or the Surviving Corporation in connection therewith), in the case of the foregoing clauses (a), (b) (c), and (d) before giving effect to the payment of any Transaction Exp...
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
Gardner, Rehabilitating Nature: A Comparative Review of Legal Mechanisms that Encourage Wetland Restoration Efforts, 52 CATH.
Companies doing business with each other such as manufacturers selling to distributors and wholesalers selling to retailers.
To the extent necessary to calculate Operating Cash, Available Closing Cash, Other Cash or Net Worth, as the case may be, the Xxxxxxx Representative shall have timely access to and shall be provided by the Partnership with any and all relevant financial statements and reports available with respect to the Partnership.
No Distribution of Operating Cash, Available Closing Cash or Other Cash shall be made until such time as the GP Determination is accepted by the Xxxxxxx Representative or the Neutral Expert has completed its determination of Operating Cash, Available Closing Cash, Other Cash or Net Worth, as applicable.
Any Available Closing Cash in excess of the aggregate amounts necessary to satisfy in full the obligations described in the foregoing clauses (1), (2) and (3) may be retained by PHCM and used for any lawful business purpose not expressly prohibited under the Settlement Documents.
More Definitions of Available Closing Cash
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 (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, 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 an amount equal to: (a) the funds contained in the Trust Account as of the Company Amalgamation Effective Time (but, for the avoidance of doubt, prior to the payment of any cash to satisfy the redemptions of any Redemption Shares pursuant to the SPAC Redemption); plus (b) all other cash and cash equivalents of SPAC, including the proceeds of any securities or Indebtedness funded in connection with the Closing (excluding, for the avoidance of doubt, any amount otherwise included in the Available Closing Cash pursuant to clauses (a) and (e) of this definition); plus (c) the proceeds received on or before the Company Amalgamation Effective Time from and pursuant to the Royalty Agreements, including, without limitation, the Royalty Agreement Proceeds; plus (d) the proceeds received as a result of the PIPE Financing; plus (e) the available amount under the Credit Agreement; plus (f) the proceeds received as a result of the issuance of any Interim Company Shares or Flow-Through Shares; minus (g) the aggregate amount of cash required to be paid to satisfy the redemptions of any Redemption Shares pursuant to the SPAC Redemption; minus (h) the Transaction Expenses.
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 the amount of the Company's and its Subsidiaries' cash that, as of the close of business on the business day immediately preceding the Closing Date, is held on hand by the Company or any of its Subsidiaries or on deposit in any bank account in full compliance with the provisions of Section 6.14 hereof, subject to the following adjustments: (i) minus the aggregate amount of the Company's and its Subsidiaries' uncollected checks or other payment orders or instructions as of the close of business on the business day immediately preceding the Closing Date; and (ii) minus the aggregate amount of any checks or other payment orders or instructions made, given or executed by the Company and its Subsidiaries on the Closing Date; provided, that the amount of any items listed in clauses (ii) or (iii) shall not be a reduction of Available Closing Cash to the extent that such items have been made, given or executed for the purpose of paying one or more Closing Liabilities that resulted in an adjustment of Closing Consideration. * Confidential Treatment Requested. Omitted portions filed with the Commission.
Available Closing Cash means, without duplication, an amount equal to (a) all amounts in the Trust Account (after reduction of for the aggregate amount of payments required to be made in connection with the Redemption), plus (b) if any Potential Financing is consummated pursuant to the terms of this Agreement, the aggregate amount of net cash proceeds received from the consummation any such Potential Financing (if any), plus (c) any net proceeds obtained by the Company as a result of any debt financing arrangements for borrowed money entered into by the Company following the date hereof (if any), plus (d) any other cash of Purchaser or the Target Companies that will be on hand at the Closing, in each case, without giving effect to payment of Company Transaction Expenses or Purchaser Transaction Expenses; provided that, with respect to debt financing described in clause (c), only the amounts outstanding immediately following the Closing shall be considered when determining the Available Closing Cash.