Remaining Net Cash Proceeds definition

Remaining Net Cash Proceeds means, with respect to any Asset Sale, at any time, an amount equal to the Net Cash Proceeds from such Asset Sale theretofore received by the Company and/or its Restricted Subsidiaries minus the portion, if any, of such Net Cash Proceeds theretofore expended by the Company or any of its Restricted Subsidiaries in furtherance of the purchase, construction or other acquisition of assets to be employed in, and/or the capital stock of any Person engaged in, the Business.

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Remaining Net Cash Proceeds means an amount equal to (1) all amounts in the Trust Account (after reduction for the aggregate amount of payments required to be made in connection with the Rigel Stockholder Redemption), plus (2) the aggregate amount of cash that has been funded to Rigel pursuant to the Subscription Agreements with respect to the PIPE Investment and the PIPE Financing, in each case, as of immediately prior to the Closing, plus (3) the aggregate amount of cash that has been funded to Newco pursuant to the Orion Forward Purchase Agreement, minus (4) the Cash Consideration, minus (5) $33,000,000.00.”

Remaining Net Cash Proceeds means an amount equal to (a) all amounts in the Trust Account (after reduction for the aggregate amount of payments required to be made in connection with the Rigel Stockholder Redemption), plus (b) the aggregate amount of cash that has been funded to Rigel pursuant to the Subscription Agreements with respect to the PIPE Investment and the PIPE Financing, in each case, as of immediately prior to the Closing, plus (c) the aggregate amount of cash that has been funded to Newco pursuant to the Orion Forward Purchase Agreement, minus (d) the Cash Consideration, minus (e) $32,000,000.00. Notwithstanding the foregoing, the Sponsor Holdco may, at its sole election, reduce the number of Forfeited Securities due from the Sponsor Holdco pursuant to this Section 1.8 by forgiving any documented and outstanding indebtedness of Rigel owed to the Sponsor Holdco (“WC Loans”), by such number of Forfeited Securities as equals (I) the amount of such forgiven indebtedness, divided by (II) $10.00.

Examples of Remaining Net Cash Proceeds in a sentence

• Remaining Net Cash Proceeds attributable to a Collateral Asset Sale or Event of Loss will remain as Collateral pursuant to the relevant Collateral Documents pending application pursuant to clause (ii) or (iii) above.

• Remaining Net Cash Proceeds attributable to a Collateral Asset Sale or Event of Loss will remain as Collateral pursuant to the relevant Collateral Documents pending application pursuant to clause (2) or (3) above.

• Each Sponsor shall forfeit, on a pro rata basis based on the aggregate number of Rigel Class B Shares and Rigel Warrants owned by such Sponsor as of immediately prior to the Closing, at the election of such Sponsor, such number of Rigel Class B Shares and Rigel Warrants (“Forfeited Securities”) as equals, to the extent such number is a positive number, (A) (i) outstanding Rigel Transaction Expenses minus (ii) Remaining Net Cash Proceeds, divided by (B) $10.00.

More Definitions of Remaining Net Cash Proceeds

Remaining Net Cash Proceeds means Net Cash Proceeds from Asset Sales reduced by any amounts thereof utilized to acquire replacement assets that in respect of which the Secured Parties do not have a perfected, first priority Lien.