Parent Closing Cash definition

Parent Closing Cash means, as of immediately prior to the Closing, an aggregate amount of cash equal to the result of (without duplication) (a) the cash available to be released from the Trust Account (for avoidance of doubt, after taking into account the Parent Stock Redemption), plus (b) the aggregate net proceeds of any investment in Equity Interests of the Parent by the Equity Financing Sources.
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Parent Closing Cash means (i) the amount of cash in the Trust Account plus (ii) the proceeds actually received by Parent upon consummation of the PIPE Investment, in each case after giving effect to all payments to be made by Parent in connection with the Parent Stockholder Redemption and the payment by Parent of all Fusion Transaction Costs and MoneyLion Transaction Costs.
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Parent Closing Cash means (i) the amount of cash in the Trust Account plus (ii) the proceeds actually received by Fusion upon consummation of the PIPE Investment, in each case after giving effect to all payments to be made by Fusion in connection with the Fusion Stockholder Redemption and the payment by Fusion of all Fusion Transaction Costs and Old MoneyLion Transaction Costs.
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Examples of Parent Closing Cash in a sentence

  • Once the position has been accepted, the Administrative Services Officer will notify the unsuccessful candidates in writing.

  • At the Closing, the Parent Closing Cash shall be no less than $110,000,000 minus the sum of any (x) Parent Transaction Expenses and (y) Company Transaction Expenses.

  • Under the terms of the Business Combination Agreement, Arqit Limited shareholders were entitled to their Pro Rata Portion of the lower of (i) the amount (which may be zero) by which the Parent Closing Cash exceeded $500,000,000, and (ii) $90,000,000 (the “Cash Consideration”) (only if the relevant Arqit Limited shareholder elected to receive Cash Consideration).

  • The Parent Closing Cash did not exceed $500,000,000, and therefore no Cash Consideration was payable, and was not factored into the preparation of the unaudited pro forma combined financial information.

  • For the avoidance of doubt, the Parent Borrowings shall not be included in the Parent Financing and the amount thereof, if outstanding immediately prior to Closing, will reduce the Parent Closing Cash.

  • The “Closing Cash Payment Amount” means, in relation to each Company Shareholder who elects for a partial cash payment in accordance with the terms of this Agreement, an amount in cash equal to up to their Pro Rata Portion of the lower of (i) the amount (which may be zero) by which the Parent Closing Cash exceeds $500,000,000, and (ii) $90,000,000.

  • At the Closing, the Parent Closing Cash shall be no less than $143,000,000.

  • The aggregate merger consideration to be paid or issued hereunder shall be an amount equal to the Parent Consideration Shares, the Parent Closing Cash Payments and any Closing Assumed Liabilities in excess of the Parent Closing Cash Payments (but up to the Target Assumed Liabilities) (the “Purchase Price”).

  • At the Effective Time, the Parent and the Purchaser will have available all the funds necessary to consummate the transactions contemplated by this Agreement and to pay the Parent Closing Cash Payments payable by the Parent or the Purchaser related to the transactions contemplated by this Agreement.


More Definitions of Parent Closing Cash

Parent Closing Cash. Schedule A, Section 2 “Parent Disclosure Letter” Article V, Preamble “Parent Financing Certificate” Section 1.02
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Parent Closing Cash means (a) the sum of (i) the amount of cash available in the Trust Account immediately prior to the First Effective Time after deducting the amount required to satisfy the Parent Redemption Amount plus (ii) the proceeds of any Parent Financing that are or will be actually received by Parent plus (iii) any cash of Parent held outside the Trust Account and available to Parent on the Closing without restriction or unconditionally at Parent’s demand (including through drawdown at Parent’s election over an agreed period or pursuant to an agreed schedule), the terms of which cash arrangement has been mutually agreed between the Parent and the Company, in each case excluding (i) the cash proceeds of the investment described in Section 3.11 and (ii) the proceeds of any Indebtedness incurred by Parent that is not forgiven, or converted to equity, by the lender, minus (b) the amount of any Parent Expenses that are unpaid immediately prior to the Closing.
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Parent Closing Cash means an amount equal to, as of the Effective Time, the Parent’s Cash and Cash Equivalents after taking into account any Transaction Expenses of Parent.
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Parent Closing Cash means the amount of cash held by the Purchaser and Pubco as at the Share Acquisition Closing, whether in or outside of the Trust Account, after taking into account payments to be made by the Purchaser for the Redemption.
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Related to Parent Closing Cash

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Estimated Closing Cash is defined in Section 2.3.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.