Available Closing Date Cash means, as of immediately prior to the Closing, an aggregate amount equal to the (without duplication) (a) the cash in the Trust Account, (b) less amounts required for the Buyer Share Redemptions.
Available Closing Date Cash means an aggregate amount of cash equal to the sum of (without duplication) (a) the cash in the Trust Account, less amounts required to satisfy any SPAC Share Redemptions plus (b) the aggregate proceeds actually received by SPAC from any PIPE Investment consummated at, or prior to, the Closing, plus (c) the aggregate proceeds received from the FPA Investors under the Forward Purchase Agreement.
Available Closing Date Cash means, as of the Closing Date, no less than $20,000,000, net of all Liabilities of SPAC (such liabilities shall exclude derivative warrant liabilities).
Examples of Available Closing Date Cash in a sentence
Any Available Closing Date Cash shall be used to fund the Company Merger Cash Consideration, fund cap ex of the Surviving Company, repayment of approximately $5.6 million of Indebtedness of Holdings, pay Outstanding Transaction Expenses and, to the extent any Available Closing Date Cash remains thereafter, the perform the Company Member Redemption.
If any Available Closing Date Cash remains at Closing consistent with Section 7.10, then at the Closing, the SPAC Parties shall cause Holdings to pay to the Company Members the Company Member Redemption Consideration in lieu of issuing the applicable Company Common Stock Consideration pursuant to the terms and conditions of the Rollover Agreement (the “Company Member Redemption”).
The Available Closing Date Cash shall not be less than $44,000,000.
More Definitions of Available Closing Date Cash
Available Closing Date Cash means, as of immediately prior to or at the time of the Closing, an aggregate amount equal to the result of (without duplication) (a) the cash available to be released from the Trust Account to Buyer after deduction of all funds required to be paid in respect of redemptions of Buyer Common Stock pursuant to the Redemption Offer, plus (b) any cash on the balance sheet or otherwise in the bank accounts of Buyer (which shall include any proceeds pursuant to any commitment to subscribe for shares of Buyer Class A Common Stock or warrants exercisable into shares of Buyer Class A Common Stock prior to or concurrently with the Closing), plus (c) Available Company Closing Date Cash.
Available Closing Date Cash means, at the Closing, an aggregate amount equal to the result of (without duplication) (a) all cash and cash equivalents of Acquiror and its Subsidiaries, including the cash available to be released from the Trust Account (if any), minus (b) the aggregate amount of all redemptions of Acquiror Stock by any Redeeming Stockholders and (c) any Outstanding Company Expenses and Outstanding Acquiror Expenses as contemplated by Section 3.07, the resulting amount of which, for purposes of satisfying the condition set forth in Section 9.03(i), must be no less than $20,000,000.
Available Closing Date Cash means, as of immediately prior to the Closing, an aggregate amount equal to the result of (without duplication) (a) all cash and cash equivalents of Acquiror and its Subsidiaries, including the cash available to be released from the Trust Account and the aggregate net proceeds of all PIPE Investments (if any), minus (b) the aggregate amount of all redemptions of Acquiror Pre-Transaction Common Stock by any Redeeming Stockholders, minus (c) all cash and cash equivalents of Acquiror received from the Persons set forth on Schedule 1.01.
Available Closing Date Cash means, as of immediately prior to the Closing, an aggregate amount equal to the result of (without duplication) (i) the cash available to be released from the Trust Account, minus (ii) the sum of all payments to be made as a result of the completion of the Offer and any redemptions or conversions of Acquiror Common Stock by any Converting Stockholders, minus (iii) the Outstanding Acquiror Expenses, minus (iv) to the extent not included in the Outstanding Acquiror Expenses, the sum of all outstanding deferred, unpaid or contingent underwriting, broker’s or similar fees, commissions or expenses owed by the Acquiror, the Sponsors or their respective Affiliates (to the extent Acquiror, Holdings or Merger Sub is responsible for or obligated to reimburse or repay any such amounts), minus (v) the aggregate amount outstanding under all Stockholder Notes. For the avoidance of doubt, Available Closing Date Cash shall not be reduced by the Outstanding Company Expenses to be paid in accordance with Section 4.07(a). “Business Combination” has the meaning ascribed to such term in the Certificate of Incorporation.
Available Closing Date Cash means, as of immediately prior to the Closing, an aggregate amount equal to the result of (without duplication) (i) the cash to be released from the Trust Account net of any redemptions of SPAC Common Stock by any Redeeming SPAC Stockholders (the “Trust Cash”), plus (ii) the net proceeds raised by Company, SPAC and/or Holdings in any Financing, including, for the avoidance of doubt, any Financing obtained on or prior to the Closing Date, plus (iii) an amount of cash sufficient to operate the Surviving Company for twelve (12) months post-Closing.
Available Closing Date Cash means an aggregate amount of cash equal to the sum of (without duplication) (a) the cash in the Trust Account, prior to any exercise of BAC Redemption Rights by holders of BAC Common Stock, plus (b) the aggregate proceeds actually received by BAC at or prior to the Closing from any (i) PIPE Financing, (ii) Company Permitted Interim Financing, (iii) other equity financing (including backstops, recycling facilities and/or forward purchase agreements) or (iv) debt financing, plus (c) all other cash and cash equivalents of BAC and Custom Health as of the Closing Date, plus (d) the amount of any undrawn committed revolving line of credit facility or similar financing structure.
Available Closing Date Cash means an amount equal to the sum of (i) the cash remaining in the Company’s trust account as of immediately prior to the Closing following any redemptions of Class A Common Stock by the Company’s current stockholders and payment of the aggregate amount of transaction expenses incurred by the parties to the Business Combination Agreement as of the Closing plus (ii) the aggregate amount of proceeds received by the Company at or prior to the Closing in connection with the PIPE.