Closing Proceeds definition
Closing Proceeds means the portion of the Total Proceeds available for distribution to holders of Common Stock at or around the closing of the Change of Control.
Closing Proceeds means the sum of (i) the funds remaining in the Trust Account immediately prior to the Closing, after giving effect to the redemptions by Public Shareholders (but before giving effect to the payment of any expenses incurred in connection with the Merger Agreement or the Business Combination or repayment of any outstanding loans of Stellar).
Closing Proceeds means the sum of (A) the funds left in the Trust Account as of the Merger Closing, after giving effect to any redemptions or conversions by Public Stockholders, but before giving effect to the payment of any Transaction Expenses, plus (B) the amount of funds from any private placements of the Company’s capital stock (or binding commitments therefor, other than the Subscriber’s obligations in the Backstop Offering) occurring or to occur at or prior to the Merger Closing, and (ii) “Trading Day” shall mean a day during which trading in the Ordinary Shares generally occurs on the Nasdaq or, if the Ordinary Shares are not listed on the Nasdaq, on the principal other national or regional securities exchange on which the Ordinary Shares are then listed or, if the Ordinary Shares are not listed on a national or regional securities exchange, on the principal other market on which the Ordinary Shares are then listed or admitted for trading.
Examples of Closing Proceeds in a sentence
The fees, costs and expenses of the Independent Accountant shall be paid by each of Seller and Parent based on the inverse proportion to the difference between the Closing Proceeds proposed by each of them and the Closing Proceeds as determined by the Independent Accountant.
The Adjustment Escrow Amount shall serve as a fund solely for the satisfaction of any post-Closing adjustments to the Closing Proceeds in accordance with this Agreement.
More Definitions of Closing Proceeds
Closing Proceeds as defined in Section 2.2.
Closing Proceeds means the sum of: (i) the funds contained in the Trust Account after giving effect to the all properly submitted redemptions by the SPAC Shareholders, (ii) any cash on SPAC’s balance sheet immediately prior to Closing, (iii) the aggregate amount of gross proceeds actually received by the Company or Pubco (as applicable) from the Pre-Funded PIPE Investment and PIPE Investment (including for the avoidance of doubt, any Future PIPE Investors who agree to participate in the PIPE Investment), and (iv) without duplicating any amounts in clause (iii) immediately above, the aggregate amount of gross proceeds set forth in any PIPE Term Sheets, in each case before payment of SPAC Transaction Expenses and Company Transaction Expenses. Notwithstanding anything else in this Agreement to the contrary, if the aggregate amounts described in clauses (iii) and (iv) of this definition total at least $50,000,000 at any time on or prior to the Closing, then the condition set forth in Section 10.1(f) shall be deemed to be satisfied.
Closing Proceeds is defined in Section 3.1(a).
Closing Proceeds means the funds contained in the Trust Account, together with the cash on SPAC’s balance sheet and the aggregate amount of gross proceeds from any Future PIPE Investment entered into in accordance with Section 7.5, after giving effect to the SPAC Stockholder Redemptions and before payment of Transaction Expenses.
Closing Proceeds. Purchase Price minus (1) the Escrow Amount, (2) the aggregate Payoff Amounts, (3) the Company Transaction Expenses, (4) the Closing Bonuses and (5) one-half of the costs and expenses in connection with the new Title Policies and Environmental Policies described in Section 7.6.
Closing Proceeds means the sum of (i) the funds left in the Trust Account immediately prior to the Closing, after giving effect to the Redemptions by Public Shareholders (but before giving effect to the payment of any expenses incurred in connection with this Agreement or the transactions contemplated hereby or repayment of any outstanding loans of the Company), plus (ii) the gross proceeds received by the Company in the PIPE Transaction.
Closing Proceeds means (i) the Enterprise Value, minus (ii) the amount of Indebtedness outstanding as of the Closing Reference Time, plus (iii) the amount of IP Cash as of the Closing Reference Time, minus (iv) the amount (if any) by which Closing Working Capital is less than Target Working Capital, plus (v) the amount (if any) by which Closing Working Capital is greater than Target Working Capital, plus (vi) the aggregate exercise price of all Vested Options, plus (vii) the aggregate exercise price of all Warrants, minus (viii) the Company Portion of Unvested Option Value, minus (ix) the Representative Holdback Amount, minus (x) all Transaction Expenses, minus (xi) the Indemnification Escrow Amount, minus (xii) any “success fees” or bonuses, or “single trigger” severance payments payable to employees of the Company or any of its Subsidiaries arising solely from or otherwise triggered solely by the Closing of the transactions contemplated hereby as a result of termination (on or prior to the Closing) of such employees by the Company or payable to employees of the Company or any of its Subsidiaries who have delivered notice (on or prior to the Closing) of an intention to terminate their employment pursuant to “Good Reason” under the applicable employee’s employment agreement (excluding any bonuses payable to any employee based on the performance of such employee or the performance of the Company or any of its Subsidiaries, other than, in any such case, performance in connection with the transactions contemplated hereby) (including, in the case of this clause (xii), the employer portion of any social security or Medicare Tax attributable to such payments); provided, that, this clause (xii) shall not include severance payments to employees in connection with termination of an employee’s employment resulting from Parent’s notice to an employee that (A) the employee will not continue in employment with Parent and its Affiliates following the Closing, (B) the employee will continue in employment with Parent and its Affiliates solely for a defined temporary transitional period following the Closing or (C) would otherwise constitute “Good Reason” under the applicable employee’s employment agreement, minus (xiii) the employer portion of any social security or Medicare Tax resulting from the consideration payable in respect of Vested Options pursuant to this Agreement. For the avoidance of doubt, no items included in the definitions of IP Cash, Indebtedness, Transaction Expenses or ...