Available SPAC Cash definition

Available SPAC Cash means:
Available SPAC Cash mean an amount equal to the sum of (i) the amount of cash available in the Trust Account following the SPAC Extraordinary General Meeting, after deducting the amount required to satisfy the SPAC Shareholder Redemption Amount (prior to payment of (x) any deferred underwriting commissions being held in the Trust Account, and (y) any Company Transaction Expenses or SPAC Transaction Expenses, as contemplated by Section 11.05), plus (ii) the Capital Raise Proceeds.
Available SPAC Cash has the meaning specified in Section 9.3(c).

Examples of Available SPAC Cash in a sentence

  • Instead, we rely only on the accuracy of the trained model, and accept or reject cookies based on its predictions.

  • For the avoidance of doubt, if the Available SPAC Cash is equal to, or greater than, the Minimum Available SPAC Cash Amount, no forfeiture of the Sponsor Founder Shares or Sponsor Founder Warrants shall be required pursuant to this Section 6.1, and the terms, “Sponsor Non-Forfeited Shares” and “Sponsor Non-Forfeited Warrants”, shall in such case refer to “Sponsor Founder Shares” and “Sponsor Founder Warrants”, respectively.

  • The Company hereby irrevocably and unconditionally waives the condition set forth in Section 9.03(d) of the Agreement, which states that the Available SPAC Cash shall be no less than the Minimum Available SPAC Cash Amount.


More Definitions of Available SPAC Cash

Available SPAC Cash means: • The amount of cash available in Horizon’s trust account at Closing after satisfaction of any redemptions (but prior to payment of any deferred underwriting commissions or certain transaction expenses); plus • The PIPE Investment actually received prior to or substantially concurrently with the Closing, including, if necessary, the Eldridge Back-Stop Amount (as defined below). In connection with the execution of the BCA, the Sponsor has executed a Non-Redemption and Support Agreement pursuant to which the Sponsor has agreed not to redeem the $155,000,000 of Horizon Class A Stock it currently holds. See “Certain Related AgreementsSponsor Support Agreement” below. In addition, Eldridge has agreed to invest up to $145,000,000 pursuant to the Back-Stop Letter Agreement. See “Certain Related Agreements – PIPE Investment and Back-Stop Letter Agreement” below. The holders of Horizon Class A Stock have redemption rights in connection with the Business Combination and also in connection with the pending proposal (the “Extension Amendment Proposal”) to amend Horizon’s organizational documents to extend the period of time Horizon is afforded under its organizational documents and its prospectus dated October 19, 2020 and filed with the Securities and Exchange Commission (“SEC”) on October 21, 2020 to consummate an initial business combination (the “SPAC Business Combination Deadline”), as proposed by Horizon in its definitive proxy statement filed with the SEC on August 26, 2022. Termination The BCA may be terminated under the following circumstances prior to the Redomestication Merger:
Available SPAC Cash means an amount equal to the sum of (a) the amount of cash available in the Trust Account following the SPAC Shareholders’ Meeting (after deducting (i) the amount required to satisfy the SPAC Shareholder Redemption Amount, (ii) the amount of all Company Transaction Expenses and (iii) the amount of all SPAC Transaction Expenses) and (b) the aggregate amount of Permitted Equity Financing Proceeds that have been funded to, or that will be funded in connection with the Closing;

Related to Available SPAC Cash

  • Available Liquidity means the credit balance on the T2S DCA decreased by the amount of any processed reservations of liquidity or blocking of funds,

  • Adjusted gross proceeds means gross proceeds less cash prizes, cost of

  • Reference Balance Sheet shall have the meaning set forth in Section 3.06(a).

  • Incremental Available Transfer Capability Revenue Rights means the rights to revenues that are derived from incremental Available Transfer Capability created by the addition of Merchant Transmission Facilities or of one of more Customer-Funded Upgrades.

  • Permitted Amount means, on any date, an amount equal to 3.5 times Adjusted EBITDA as of the most recent fiscal quarter for which financial statements of the Company are internally available immediately preceding such date.

  • Net Available Cash from an Asset Disposition means cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and net proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom, in each case net of:

  • Net Cash means (a) the sum of Tigris’ and its Subsidiaries’ cash and cash equivalents, marketable securities, accounts and interest receivable and deposits (to the extent refundable to Tigris), in each case as of the close of business on the last Business Day prior to the date of determination, determined in a manner consistent with the manner in which such items were historically determined and in accordance with Tigris’ Audited Financial Statements and Unaudited Interim Balance Sheet minus (b) the sum of Tigris’ and its Subsidiaries’ accounts payable and accrued expenses (other than accrued expenses listed below), in each case as of such date and determined in a manner consistent with the manner in which such items were historically determined and in accordance with Tigris’ Audited Financial Statements and Unaudited Interim Balance Sheet minus (c) the cash cost of any change of control payments or severance payments that are or become due to any employee of Tigris or its Subsidiaries minus (d) the cash cost of any accrued and unpaid retention payments due to any employee of Tigris or its Subsidiaries as of the Closing Date, minus (e) any remaining fees and expenses (including, but not limited to, any attorney’s, accountant’s, financial advisor’s or finder’s fees) as of such date for which Tigris or any of its Subsidiaries is liable incurred by Tigris or any of its Subsidiaries in connection with this Agreement and the Contemplated Transactions or otherwise minus (f) the fees and expenses of the Accounting Firm allocated to Tigris pursuant to Section 1.6(e), minus (g) any bona fide current liabilities payable in cash, in each case to the extent not cancelled at or prior to the Determination Date; provided that in no event shall any liabilities or accruals relating to the Legal Proceeding described on Schedule D hereto be taken into account as a reduction in Net Cash, minus (h) any unpaid amounts payable by Tigris in satisfaction of its obligations under Section 5.7(c) for the period after the Closing, plus (i) the amount of any outstanding principal and accrued interest under the Tigris Note as of the Anticipated Closing Date in excess of $3,508,750, plus (j) any amounts due to be reimbursed to Tigris by Potomac pursuant to Section 9.3(a).