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 (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.

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).

Examples of Closing Proceeds in a sentence

• The Company represents that the net proceeds of this offering will be primarily used for the purposes set forth on page 4 of the term sheet under the caption "Closing Proceeds".

• Escrow Agent shall hold the total sum of $750,000.00 (hereinafter referred to as the “Escrow Fund”), out of the Closing Proceeds which would otherwise be due and payable to Seller arising from the sale of the various assets contemplated under the Acquisition Agreements, which total sum shall be disbursed to the Escrow Agent from the Closing Proceeds from each sale in such manner as the Seller shall determine.

• The Adjustment Escrow Fund shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms hereof and thereof until the amount of the Closing Proceeds, and any resulting Parent Adjustment Amount or Seller Adjustment Amount, are finally determined pursuant to Section 3.3. The Indemnity Escrow Fund shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms hereof and thereof.

• The FlatWorld Closing Proceeds and DAL Expenses shall be paid in accordance with Section 13.3 of the DAL Membership Interest Agreement.

• The Company has no liabilities of a nature required by GAAP to be included on the Company’s balance sheet except liabilities (a) that are accrued and reflected on the Financial Statements; (b) that are Company Transaction Expenses or that are listed on Schedule 3.15; (c) that have arisen in the Ordinary Course of Business of the Company since the Most Recent Balance Sheet Date; (d) to perform under the Contracts of the Company; and (e) liabilities that reduce the Seller Closing Proceeds.

More Definitions of Closing Proceeds

Closing Proceeds as defined in Section 2.2.

Closing Proceeds is defined in Section 3.1(a).

Closing Proceeds has the meaning assigned to such term in Section 3.

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 shall have the meaning ascribed to such term in Section 2.7(a) hereof.

Closing Proceeds means an amount equal to the sum of: (i) the amount of funds in the Trust Account after giving effect to the Redemption, plus (ii) the amount paid for the PIPE Shares in the PIPE Investment.

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.