Maximum Redemption definition

Maximum Redemption means the maximum number of shares of ION that can be redeemed are redeemed, while still satisfying the Available Cash Condition. “Mergers” means (a) the merger of Merger Sub 1 with and into Innovid with Innovid as the Surviving Corporation, and (b) the merger of the Surviving Corporation withand into Merger Sub 2, with Merger Sub 2 continuing as the Surviving Entity of the Second Merger.
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Maximum Redemption. This scenario assumes that 19,040,185 THMA Class A Common Shares are redeemed for an aggregate payment of approximately $190.4 million (based on an estimated per share redemption price of approximately $10.00 per share) from the Trust Account. The Business Combination Agreement includes as a condition to Pear’s obligation to consummate the Merger that, at the Closing, THMA will have a minimum of $200.0 million in cash. This $200.0 million includes the sum of all cash contained in the Trust Account, all other cash and cash equivalents of THMA, and cash received in connection with the PIPE Transaction and the Amended Forward Purchase Agreement, less the aggregate amount of cash proceeds that will be required to satisfy the redemption of any Public Shares, less the repayment of the $1.0 million THMA’s Promissory note - related party and any unpaid expenses of THMA in connection with the transactions contemplated by the Business Combination Agreement. The number of shares redeemed under the Maximum Redemption scenario reflects the estimated maximum number of redemptions that could occur without a failure to satisfy this minimum cash condition. Combined Pro Forma Six Months Ended June 30, 2021 (in thousands, except share and per share amounts) Summary Unaudited Pro Forma Combined Statement of Operations Data: Assuming No Redemptions Assuming Maximum Redemptions Loss from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (46,089) $ (46,089) Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (59,977) $ (59,977) Loss per share (basic and diluted) attributable to Class A common stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ($0.38) ($0.43) Weighted average Class A common shares outstanding . . . . . . . . . . . . . . . . . . . . . 158,850,952 139,810,767 Combined Pro Forma Year Ended December 31, 2020 (in thousands, except share and per share amounts) Summary Unaudited Pro Forma Combined Statement of Operations Data: Assuming No Redemptions Assuming Maximum Redemptions Loss from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (79,968) $ (79,968) Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (100,346) $ (100,346) Loss per s...
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Maximum Redemption. This scenario assumes that 19,040,185 THMA Class A Common Shares are redeemed for an aggregate payment of approximately $190.4 million (based on an estimated per share redemption price of approximately $10.00 per share) from the Trust Account. The Business Combination Agreement includes as a condition to Pear’s obligation to consummate the Merger that, at the Closing, THMA will have a minimum of $200.0 million in cash. This $200.0 million includes the sum of all cash contained in the Trust Account, all other cash and cash equivalents of THMA, and cash received in connection with the PIPE Transaction and the Amended Forward Purchase Agreement, less the aggregate amount of cash proceeds that will be required to satisfy the redemption of any Public Shares, less the repayment of the $1.0 million THMA’s Promissory note - related party and any unpaid expenses of THMA in connection with the transactions contemplated by the Business Combination Agreement. The number of shares redeemed under the Maximum Redemption scenario reflects the estimated maximum number of redemptions that could occur without a failure to satisfy this minimum cash condition. The unaudited pro forma book value information reflects the Transactions as if they had occurred on June 30, 2021. The weighted average shares outstanding and net earnings per share information reflect the Transactions as if they had occurred on January 1, 2020. This information is only a summary and should be read together with the summary historical financial information included elsewhere in this proxy statement/ prospectus, and the historical financial statements of THMA and Pear and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of THMA and Pear is derived from, and should be read in conjunction with, the unaudited pro forma combined financial information and related notes included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share would have occurred had the companies been combined during the periods presented, nor earnings per share that for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of THMA and Pear would have been had the companies been combined during the periods presented:
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Examples of Maximum Redemption in a sentence

  • In the event of redemption of some only of such Notes of this Series, such redemption must be for an amount being the Minimum Redemption Amount or a Maximum Redemption Amount, as indicated in the applicable Pricing Supplement.

  • Any such redemption must be of a nominal amount not less than the Minimum Redemption Amount or not greater than the Maximum Redemption Amount, both as indicated in the applicable Final Terms.

  • If redemption in part is specified as being applicable in the applicable Final Terms, any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount in each case as may be specified in the applicable Final Terms.

  • Any such redemption or exercise must relate to Notes of a nominal amount at least equal to the Minimum Redemption Amount to be redeemed specified hereon and no greater than the Maximum Redemption Amount to be redeemed specified hereon.

  • If redemption in part is specified as being applicable in the applicable Final Terms, any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount, in each case as may be specified in the applicable Final Terms.

  • If any Maximum Redemption Amount or Minimum Redemption Amount is specified in the relevant Pricing Supplement, then the Optional Redemption Amount (Call) shall in no event be greater than the maximum or be less than the minimum so specified.

  • Any such redemption or exercise must relate to Notes of a principal amount at least equal to the Minimum Redemption Amount to be redeemed specified in the relevant Final Terms and no greater than the Maximum Redemption Amount to be redeemed specified in the relevant Final Terms.

  • Any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount, in each case as may be specified in the applicable Final Terms.

  • Any such redemption must be of a nominal amount not less than the Minimum Redemption Amount or not more than a Maximum Redemption Amount, in each case as may be specified in the applicable Final Terms.

  • Any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount, in each case as may be specified in the applicable Final Terms or (in the case of Exempt Notes) the applicable Pricing Supplement.


More Definitions of Maximum Redemption

Maximum Redemption has the meaning set forth in Section 4.01(a). “MGM” has the meaning set forth in the Preamble. “MGM Put Notice” means written notice from MGM, which may be given in MGM’s sole and absolute discretion, electing to have the Company redeem the entire outstanding principal balance of the Convertible Note, including all accrued and unpaid interest, in response to a Sale Event Notice or to a Notice of Redemption by the Company for a redemption amount which, when combined with all prior Redemption Notices, if any, equals an amount greater than fifty percent (50%) but less than one hundred percent (100%) of the outstanding principal balance of the Convertible Note. “Minimum Mandatory Cash Distribution” has the meaning set forth in Section 10.06(c). “Monetary Default” has the meaning set forth in Section 13.03(a). “Monetary Default Cure Period” has the meaning set forth in Section 13.03(a). “Non-Monetary Default” has the meaning set forth in Section 13.03(b). “Notice of Conversion” means the form of notice in the form of Exhibit B hereto to be delivered by MGM to the Company indicating MGM’s desire to convert the Convertible Note into membership interests of the Company pursuant to the conditions of Conversion as provided for within Article V of this Agreement. “Notice of Redemption” means the form of notice in the form of Exhibit C hereto to be delivered by the Company to MGM indicating the Company’s desire to redeem some or all of the Convertible Note, pursuant to the conditions of redemption as provided for within Article IV of this Agreement. “Notifying Party” has the meaning set forth in Section 5.04(a). “Officer’s Certificate” shall mean a certificate executed by a manager, the president, chief executive officer or chief financial officer, if any, or equivalent, of the Company in the form of Exhibit D hereto.
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Maximum Redemption has the meaning set forth in Section 4.01(a).
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Related to Maximum Redemption

  • Minimum Redemption means, in relation to the Euro Non-RDR ‘Retail’ Unhedged Distribution Shares, a minimum redemption of €250 or such lesser amount as may be agreed by the Directors;

  • Maximum Redemption Amount has the meaning specified in the applicable Final Terms;

  • Minimum Redemption Amount has the meaning specified in the applicable Final Terms;

  • Triggering Redemption Amount means, for each share of Preferred Stock, the sum of (a) the greater of (i) 130% of the Stated Value and (ii) the product of (y) the VWAP on the Trading Day immediately preceding the date of the Triggering Event and (z) the Stated Value divided by the then Conversion Price, (b) all accrued but unpaid dividends thereon and (c) all liquidated damages and other costs, expenses or amounts due in respect of the Preferred Stock.

  • Term Redemption Date means, with respect to any Series, the date specified as the Term Redemption Date in the Appendix for such Series.

  • Optional Redemption Amount means the sum of (a) 120% of the then outstanding principal amount of the Debenture, (b) accrued but unpaid interest on the Debenture and (c) all liquidated damages and other amounts due in respect of the Debenture.

  • Maximum Daily Redemption Limit means a maximum limit (if applicable) on the redemption number of ETP Securities of a Series on any Optional Redemption Pricing Date, as may be amended by the Margin Loan Provider from time to time in accordance with the terms of the LS Margin Account Agreement and the LS Operating Procedures Agreement.

  • Optional Redemption Price means $25,000 per share plus an amount equal to accumulated but unpaid dividends (whether or not earned or declared) to the date fixed for redemption and excluding Additional Dividends plus any applicable redemption premium attributable to the designation of a Premium Call Period.

  • Final Redemption Amount means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Final Terms;

  • Note Redemption Price means, for the Redemption Date, an amount equal to the sum of:

  • Optional Redemption shall have the meaning set forth in Section 6(a).

  • Monthly Redemption Amount means, as to a Monthly Redemption, one seventh of the original principal amount at 110% of such principal amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder in respect of this Note.

  • Special Redemption Price has the meaning set forth in paragraph 4(a) of Annex I.

  • Monthly Redemption means the redemption of this Debenture pursuant to Section 6(b) hereof.

  • Final Redemption Date means for each Series, the final redemption date specified in the Final Terms for such Series.

  • Make-Whole Redemption Price means, in respect of each Bond, (a) the principal amount of such Bond or, if this is higher, (b) the sum of the then present values of the remaining scheduled payments of principal and interest discounted to the Optional Redemption Date on an annual basis (based on the actual number of days elapsed divided by 365 or (in the case of a leap year) by 366) at the Reference Dealer Rate (as defined below) plus 0.15 per cent., in each case as determined by the Determination Agent;

  • Series A Redemption Price has the meaning set forth in Section 16.6(a).

  • Make-Whole Redemption Amount means the sum of:

  • Optional Redemption Amount (Put) means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Final Terms;

  • Optional Redemption Premium means, with respect to any Series, the premium (expressed as a percentage of the Liquidation Preference of the shares of such Series) payable by the Fund upon the redemption of MuniFund Term Preferred Shares of such Series at the option of the Fund, as set forth in the Appendix for such Series.

  • Optional Redemption Period shall have the meaning set forth in Section 6(a).

  • Optional Redemption Date shall have the meaning set forth in Section 6(a).

  • Monthly Redemption Date means the 1st of each month, commencing immediately upon the nine month anniversary of the Original Issue Date and terminating upon the full redemption of this Debenture.

  • Final Redemption Value means the Underlying Reference Value.

  • Early Redemption Amount means in respect of each Note in circumstances where such Notes are redeemed early pursuant to Conditions 7(b) or (c), the outstanding principal amount of each Note, unless otherwise specified in the Final Terms or Series Offering Document, as applicable;

  • Optional Redemption Amount (Call) means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Final Terms;