Available Closing Date Cash definition

Available Closing Date Cash means, as of immediately prior to the Closing, an aggregate amount equal to the sum of (without duplication) (a) the cash in the Trust Account, less amounts required for the Buyer Share Redemptions and less the aggregate amount of Transaction Expenses incurred by the Parties plus (b) the aggregate proceeds received by the Buyer from any Permitted Equity Financing to the extent consummated at, or prior to, the Closing.

Available Closing Date Cash means, as of the Closing Date, no less than $20,000,000, net of all Liabilities of SPAC (such liabilities shall exclude derivative warrant liabilities).

Available Closing Date Cash means, as of immediately prior to the Closing, an aggregate amount equal to the (without duplication) (a) the cash in the Trust Account, (b) less amounts required for the Buyer Share Redemptions.

Examples of Available Closing Date Cash in a sentence

• No more than five (5), nor less than three (3), Business Days prior to the Closing, Acquiror shall deliver to the Company a certificate, duly executed and certified by an executive officer of Acquiror, which sets forth Acquiror’s good faith calculation of the Available Closing Date Cash (including supporting detail thereof), determined in accordance with the definitions set forth in this Agreement.

• SPAC shall have the Available Closing Date Cash as of the Closing Date.

• At least three (3) Business Days prior to the Closing Date, the Buyer shall prepare and deliver to the Company a certificate setting forth in reasonable detail the Buyer’s good faith calculation (and attaching reasonable supporting details to enable a review thereof by the Company) of Available Closing Date Cash, based upon, among other things, the Company Transaction Expenses Certificate and the Buyer Transaction Expenses Certificate (the “Estimated Available Closing Date Cash Statement”).

• The Available Closing Date Cash shall be equal to or in excess of $150,000,000.

• At least two (2) Business Days prior to the Closing Date, the Buyer shall prepare and deliver to the Company and Sellers a certificate, duly executed and certified by an executive officer of the Buyer, setting forth in reasonable detail the Buyer’s good faith calculation (and attaching reasonable supporting details to enable a review thereof by Sellers) of Available Closing Date Cash.

More Definitions of Available Closing Date Cash

Available Closing Date Cash means, as of immediately prior to or at the time of the Closing, an aggregate amount equal to the result of (without duplication) (a) the cash available to be released from the Trust Account to Buyer after deduction of all funds required to be paid in respect of redemptions of Buyer Common Stock pursuant to the Redemption Offer, plus (b) any cash on the balance sheet or otherwise in the bank accounts of Buyer (which shall include any proceeds pursuant to any commitment to subscribe for shares of Buyer Class A Common Stock or warrants exercisable into shares of Buyer Class A Common Stock prior to or concurrently with the Closing), plus (c) Available Company Closing Date Cash.

Available Closing Date Cash means, at the Closing, an aggregate amount equal to the result of (without duplication) (a) all cash and cash equivalents of Acquiror and its Subsidiaries, including the cash available to be released from the Trust Account (if any), minus (b) the aggregate amount of all redemptions of Acquiror Stock by any Redeeming Stockholders and (c) any Outstanding Company Expenses and Outstanding Acquiror Expenses as contemplated by Section 3.07, the resulting amount of which, for purposes of satisfying the condition set forth in Section 9.03(i), must be no less than $20,000,000.

Available Closing Date Cash means, as of immediately prior to the Closing, an aggregate amount equal to the result of (without duplication) (i) all cash and cash equivalents of Acquiror and its Subsidiaries, including the cash available to be released from the Trust Account and the aggregate net proceeds of all PIPE Investments (if any), minus (ii) the aggregate amount of all redemptions of Acquiror Stock by any Redeeming Stockholders, plus (iii) up to $10,000,000 of fees, expenses or other commissions that are forgiven, cancelled, reduced or otherwise no longer payable to Acquiror’s and/or the Company’s respective financial advisors in connection with the consummation of the Transactions.

Available Closing Date Cash means, as of immediately prior to the Closing, an aggregate amount equal to the result of (without duplication) (i) the cash available to be released from the Trust Account, minus (ii) the sum of all payments to be made as a result of the completion of the Offer and any redemptions or conversions of Acquiror Common Stock by any Converting Stockholders, minus (iii) the Outstanding Acquiror Expenses, minus (iv) to the extent not included in the Outstanding Acquiror Expenses, the sum of all outstanding deferred, unpaid or contingent underwriting, broker’s or similar fees, commissions or expenses owed by Acquiror, the Sponsors or their respective Affiliates (to the extent Acquiror or any of its Subsidiaries is responsible for or obligated to reimburse or repay any such amounts), plus (v) the aggregate amount of cash received by Acquiror from JMJS Group – II, LP and Mxxxxxx Xxxxx pursuant to Section 5(a) of the Sponsor Agreement. For the avoidance of doubt, Available Closing Date Cash shall not be reduced by the Outstanding Company Expenses to be paid in accordance with Section 4.07(a); provided, however, that monies that are released from the Trust Account immediately following the Closing may be used to pay Outstanding Company Expenses.

Available Closing Date Cash means, as of immediately prior to the Closing, an aggregate amount equal to the sum of (without duplication) (i) the cash in the Trust Account (after reduction for the aggregate amount of payments required to be made in connection with the Redemptions), plus (ii) the amount of

Available Closing Date Cash means an aggregate amount of cash equal to the sum of (without duplication) (a) the cash in the Trust Account, prior to any exercise of BAC Redemption Rights by holders of BAC Common Stock, plus (b) the aggregate proceeds actually received by BAC at or prior to the Closing from any (i) PIPE Financing, (ii) Company Permitted Interim Financing, (iii) other equity financing (including backstops, recycling facilities and/or forward purchase agreements) or (iv) debt financing, plus (c) all other cash and cash equivalents of BAC and Custom Health as of the Closing Date, plus (d) the amount of any undrawn committed revolving line of credit facility or similar financing structure.

Available Closing Date Cash means, as of immediately prior to the Closing, an aggregate amount equal to the result of (without duplication)