SPAC Transaction Expenses means, without duplication, any out-of-pocket fees and expenses actually payable by SPAC, the Sponsor or its Affiliates as a result of or in connection with SPAC’s negotiation, documentation and consummation of the Transactions, including (a) cash repayment of any Working Capital Loans, if any, (b) costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, including consultants and public relations firms, (c) all expenses SPAC is responsible for as set forth in Section 10.2(a)(iv), (d) any and all filing fees to the Governmental Authorities in connection with the Transactions, and (e) amounts due to Sponsor for general and administrative services for the period from February 1, 2023 until the Merger Closing pursuant to a certain administrative services agreement by and between SPAC and Sponsor dated January 31, 2022. For the avoidance of doubt, SPAC Transaction Expenses shall exclude cash repayment of the underwriters of SPAC IPO with respect to deferred underwriting commissions, if any.
SPAC Transaction Expenses means any out-of-pocket fees and expenses paid or payable by SPAC or Sponsor (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of the Transactions, mutually agreed upon by SPAC and the Company, including (A) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, and (B) any and all filing fees to the Governmental Authorities in connection with the Transactions in accordance with Section 8.1(c).
SPAC Transaction Expenses means any out-of-pocket fees and expenses paid or payable by SPAC, the Acquisition Entities or Sponsor (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of the Transactions, including (a) all fees (including deferred underwriting fees), costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, (b) Transfer Taxes, and (c) any and all filing fees to the Governmental Authorities in connection with the Transactions;
Examples of SPAC Transaction Expenses in a sentence
Sponsor hereby agrees that, to the extent the Outstanding SPAC Transaction Expenses exceed an amount equal to $4,500,000 (the “SPAC Transaction Expenses Cap”), Sponsor shall, prior to the SPAC Merger Effective Time, pay any such amount in excess of the SPAC Transaction Expenses Cap to SPAC in cash, by wire transfer of immediately available funds to the account designated by SPAC.
The Parties agree that after the Closing, the funds in the Trust Account, after taking into account payments for the SPAC Shareholder Redemption Amount, shall first be used to pay (i) the SPAC Transaction Expenses and the Company Transaction Expenses and (ii) thereafter be transferred to Pubco and used for working capital and general corporate purposes.
More Definitions of SPAC Transaction Expenses
SPAC Transaction Expenses means any reasonable out-of-pocket fees and expenses paid or payable by the SPAC or the Sponsor (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and execution of this Agreement and the Additional Agreements and consummation of the Transactions, including (A) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, and (B) any and all filing fees to the governmental Authorities in connection with the Transactions.
SPAC Transaction Expenses means, without duplication, all out-of-pocket fees and expenses of SPAC (i) incurred in connection with the negotiation, preparation and execution of this Agreement, the Ancillary Agreements, the Proxy/Registration Statement and the consummation of the transactions contemplated hereby and thereby, including fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of SPAC’s financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers (including any deferred underwriting fees or any other accrued and unpaid fees incurred by SPAC in connection with its initial public offering) and (ii) all operating costs, including without limitation all fees and expenses paid to Sponsor, tax liabilities and the premiums paid for directors’ and officers’ liability insurance; provided that SPAC Transaction Expenses shall not exceed seven million dollars ($7,000,000).
SPAC Transaction Expenses has the meaning specified in Section 2.6(e).
SPAC Transaction Expenses means the reasonable and documented Transaction Expenses of SPAC or any of its affiliates, including (a) premiums, commissions and other fees paid in connection with obtaining SPAC’s D&O Tail Policy, (b) any and all Transaction Expenses incurred in the negotiation or consummation of a PIPE, including advisory fees and placement fees, and (c) the preparation, printing and mailing of the Extension Proxy Statement, but, in each case, excluding any Shared Transaction Expenses.
SPAC Transaction Expenses means all fees and expenses of SPAC (and not otherwise expressly allocated to any of the Target Companies or Merger Sub pursuant to the terms of this Agreement or any Ancillary Document) incurred or payable as of the Closing Date in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Document, the performance of their covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, along with any and all deferred expenses (including fees or commissions payable to the underwriters and any legal fees) of the IPO payable upon consummation of a Business Combination, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, financial printer, proxy solicitor, or other agents or service providers of SPAC, travel and entertainment incurred by SPAC, and (b) any other fees, expenses, commissions or other amounts that are expressly allocated to SPAC pursuant to this Agreement or any Ancillary Document.
SPAC Transaction Expenses means, without duplication, all fees and expenses incurred by or on behalf of SPAC, Pubco or Amalco (whether or not billed or accrued for) as a result of or in connection with the preparation, negotiation, documentation and execution of this Agreement and the Ancillary Agreements, the performance of the terms thereof and the consummation of the Transactions, including (a) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, (b) any change in control bonus, transaction bonus or retention bonus to be paid to any current or former employee, independent contractor, director or officer of SPAC, Pubco or Amalco at or after the Closing pursuant to any Contract to which SPAC, Pubco or Amalco is a party prior to the Closing which becomes payable (including if subject to continued employment) solely as a result of the execution of this Agreement or the consummation of the Transactions and not because of any action of Pubco or its Subsidiaries following the Closing (including any payroll or employment Taxes payable by SPAC, Pubco or Amalco in connection with the making of any such payments or any employer contribution resulting from, or required to be made as a result of, any such payments), (c) all fees, costs and expenses in connection with the negotiation, preparation, execution, authorization or performance of the PIPE Subscription Agreements and the consummation of the PIPE Investment, (d) 50% of any and all filing fees payable to the SEC in connection with, and all fees, costs and expenses in connection with the preparation and mailing of, the Proxy/Registration Statement in accordance with Section 8.02(a)(iv), (e) any amounts due to the underwriters of the SPAC IPO, (f) any costs or fees relating to the preparation, filing and mailing of any proxy statement(s) for the purpose of amending the SPAC Governing Documents and the Trust Agreement, in each case, to extend the time period for SPAC to consummate a Business Combination, or the seeking of any solicitation of proxies thereunder, the holding of any meeting of the SPAC Shareholders to consider, vote on and approve any such extension of the time period for SPAC to consummate a Business Combination (including the value of any additional securities or economic inducements offered to SPAC Shareholders in connection therewith), in each case if neces...
SPAC Transaction Expenses means (i) all reasonable and documented accrued and unpaid out of pocket third-party fees and expenses (inclusive of any Deferred Underwriting Fees) incurred in connection with, or otherwise related to, the IPO, any prior potential Business Combinations considered by SPAC, and the Transactions, the negotiation and preparation of this Agreement and the other documents contemplated hereby and the performance and compliance with all agreements and conditions contained herein to be performed or complied with at or before the Closing, including the fees, expenses and disbursements of counsel and accountants, due diligence expenses, advisory and consulting fees and expenses, and other third-party fees, in each case, of SPAC or any of its subsidiaries (including OpCo) as of the Closing, including the costs of the SPAC Tail Policy, (ii) any other fees, expenses, commissions or other amounts that are expressly allocated to SPAC or OpCo pursuant to this Agreement, including one hundred percent (100%) of the HSR Fee and one hundred percent (100%) of the SEC Fee, and (iii) any other liabilities or indebtedness obligations of SPAC or OpCo that are due and payable as of the Closing, in each case, whether such amounts are paid in cash or SPAC Securities, including any Affiliate Loans. Notwithstanding the foregoing or anything to the contrary herein, SPAC Transaction Expenses shall not include any Sunergy Transaction Expenses.