Common use of Parent Financing Certificate Clause in Contracts

Parent Financing Certificate. Not more than two Business Days prior to the Closing, Parent shall deliver to the Stockholder Representative written notice (the “Parent Financing Certificate”) setting forth: (a) the aggregate amount of cash proceeds that will be required to satisfy any exercise of the Parent Stockholder Redemptions; (b) the amount of Parent Cash and Parent Transaction Costs as of the Closing; and (c) the number of shares of Parent Class A Stock to be outstanding as of the Closing after giving effect to the Parent Stockholder Redemptions and the issuance of shares of Parent Class A Stock pursuant to the Subscription Agreements.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gores Holdings II, Inc.), Agreement and Plan of Merger (Gores Holdings III, Inc.)

Parent Financing Certificate. Not more than two three Business Days prior to the Closing, Parent shall deliver to the Stockholder Representative written notice (the “Parent Financing Certificate”) setting forth: forth (a) the aggregate amount of cash proceeds that will be required to satisfy any exercise of the Parent Stockholder RedemptionsRedemptions (“Parent Stockholder Redemption Amount”); (b) the amount of Parent Cash and Parent Transaction Costs as of the Closing; (c) the aggregate amount of the equity financing committed to Parent by the PIPE Investors pursuant to the Subscription Agreements (the “PIPE Investment Amount”); and (cd) the number of shares of Parent Class A Common Stock to be outstanding as of the Closing after giving effect to the Parent Stockholder Redemptions and the issuance of shares of Parent Class A Common Stock pursuant to the Subscription Agreements.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Landcadia Holdings III, Inc.), Agreement and Plan of Merger (Hillman Companies Inc)

Parent Financing Certificate. Not more than two (2) Business Days prior to the Closing, Parent shall deliver to the Stockholder Representative Company written notice (the “Parent Financing Certificate”) setting forth: (a) the aggregate amount of cash proceeds that will be required to satisfy any exercise of the Parent Stockholder Redemptions; (b) the amount of Parent Cash and Parent Transaction Costs as of the Closing; (c) confirmation that the aggregate amount of the equity financing equal to the Equity Financing Amount was committed to Parent by the Equity Financing Agreements; and (cd) the number of shares of Parent Class A Stock to be outstanding as of the Closing after giving effect to the Parent Stockholder Redemptions Redemptions, any forfeitures of shares of Parent Class A Stock by the Sponsor pursuant to that certain Sponsor Forfeiture Agreement, dated as of the date hereof, between the Parent and the Company (the “Sponsor Forfeiture Agreement”), and the issuance of shares of Parent Class A Stock pursuant to the Subscription Equity Financing Agreements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CM Life Sciences III Inc.)

Parent Financing Certificate. Not more than two three Business Days prior to the Closing, Parent shall deliver to the Stockholder Representative Company written notice (the “Parent Financing Certificate”) setting forth: (a) the aggregate amount of cash proceeds that will be required to satisfy any exercise of the Parent Stockholder Redemptions; (b) the amount of Parent Cash and Parent Transaction Costs as of the Closing; (c) the aggregate amount of the convertible note financing committed to Parent by the Convertible Financing Agreements and (cd) the number of shares of Parent Class A Stock (after giving effect to the automatic conversion on the closing of the initial Business Combination (as defined in the Parent Charter) of Parent Class F Stock to Parent Class A Stock under the Parent Charter) to be outstanding as of the Closing after giving effect to the Parent Stockholder Redemptions and the issuance of shares of Parent Class A Stock pursuant to the Subscription AgreementsRedemptions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (890 5th Avenue Partners, Inc.)

Parent Financing Certificate. Not more than two Business Days prior to the Closing, Parent shall deliver to the Stockholder Representative written notice (the “Parent Financing Certificate”) setting forth: (a) the aggregate amount of cash proceeds that will be required to satisfy any exercise of the Parent Stockholder Shareholder Redemptions; (b) the amount of Parent Cash and Parent Transaction Costs as of the Closing; and (c) the number of shares of Domesticated Parent Class A Stock to be outstanding as of the Closing after giving effect to the Domestication, Parent Stockholder Shareholder Redemptions and the issuance of shares of Domesticated Parent Class A Stock pursuant to the Subscription Agreements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (D8 Holdings Corp.)

Parent Financing Certificate. Not more than two Business Days prior to the Closing, Parent shall deliver to the Stockholder Representative Company written notice (the “Parent Financing Certificate”) setting forth: (a) the aggregate amount of cash proceeds that will be required to satisfy any exercise of the Parent Stockholder Redemptions; (b) the amount of Parent Cash and Parent Transaction Costs as of the Closing; (c) confirmation that the aggregate amount of the equity financing equal to the Equity Financing Amount was committed to Parent by the Equity Financing Agreements; and (cd) the number of shares of Parent Class A Stock to be outstanding as of the Closing after giving effect to the Parent Stockholder Redemptions Redemptions, any forfeitures of shares of Parent Class A Stock by the Sponsor pursuant to that certain Sponsor Forfeiture Agreement, dated as of the date hereof, between the Parent and the Company (the “Sponsor Forfeiture Agreement”), and the issuance of shares of Parent Class A Stock pursuant to the Subscription Equity Financing Agreements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CM Life Sciences II Inc.)

Parent Financing Certificate. Not more than two three Business Days prior to the Closing, Parent shall deliver to the Stockholder Representative Company written notice (the “Parent Financing Certificate”) setting forth: (a) the aggregate amount of cash proceeds that will be required to satisfy any exercise of the Parent Stockholder Redemptions; (b) the amount of Parent Cash and Parent Transaction Costs as of the Closing; and (c) the number of shares of Parent Class A Stock to be outstanding as of the Closing after giving effect to the Parent Stockholder Redemptions and the issuance of shares of Parent Class A Stock pursuant to the Subscription Agreements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fusion Acquisition Corp.)

Parent Financing Certificate. Not more than two four (4) Business Days prior to the Closing, Parent shall deliver to the Stockholder Representative Seller written notice (the “Parent Financing Certificate”) setting forth: (a) the aggregate amount of cash proceeds that will be required to satisfy any exercise of the Parent Stockholder Redemptions; (b) the estimated amount of Parent Cash and Parent Transaction Costs as of the Closing; and (c) the number of shares of Parent Class A Stock to be outstanding as of the Closing after giving effect to the Parent Stockholder Redemptions and the issuance of shares of Parent Class A Stock pursuant to the Subscription AgreementsAgreements and the terms of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vertiv Holdings Co)

Parent Financing Certificate. Not more than two Business Days prior to the Closing, Parent shall deliver to the Stockholder Representative Company written notice (the “Parent Financing Certificate”) setting forth: (a) the aggregate amount of cash proceeds that will be required to satisfy any exercise of the Parent Stockholder Redemptions; (b) the amount of Parent Cash and Parent Transaction Costs as of the Closing; (c) the aggregate amount of the equity financing committed to Parent by the Equity Financing Agreements and (cd) the number of shares of Parent Class A Stock to be outstanding as of the Closing after giving effect to the Parent Stockholder Redemptions Redemptions, any forfeitures of shares of Parent Class A Stock by the Sponsor pursuant to the Sponsor Forfeiture Agreement, dated as of the date hereof, between the Parent and the Company, and the issuance of shares of Parent Class A Stock pursuant to the Subscription Equity Financing Agreements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CM Life Sciences, Inc.)

Parent Financing Certificate. Not more than two (2) Business Days prior to the Closing, Parent shall deliver to the Stockholder Representative Seller written notice (the “Parent Financing Certificate”) setting forth: (a) the aggregate amount of cash proceeds that will be required to satisfy any exercise of the Parent Stockholder Redemptions; (b) the amount of Parent Cash and Parent Transaction Costs as of the Closing; and (c) the number of shares of Parent Class A Stock to be outstanding as of the Closing after giving effect to the Parent Stockholder Redemptions and the issuance of shares of Parent Class A Stock pursuant to the Subscription AgreementsRedemptions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (LF Capital Acquisition Corp.)