Closing Available Cash means, without duplication, an amount equal to (a) Closing SMMC Cash (as defined in the BCA) minus (b) the lesser of: (i) $178 million and (ii) the Aggregate Cash Election Amount (as defined in the BCA).
Closing Available Cash means an amount of cash equal to (a) the amount of cash available to be released from the Trust Account immediately prior to the Closing (after giving effect to payments to redeeming Public Shareholders pursuant to the exercise of their redemption rights), plus (b) the amount of cash proceeds (i) actually received by Chavant or Mobix Labs as of immediately prior to the Closing and/or (ii) committed prior to the Closing Date to be funded to Chavant or Mobix Labs, in each case, pursuant to any financing arrangement net of (iii) the amount of cash required to be transferred to, retained by or held in escrow for the benefit of the counterparty to any such financing arrangement; provided, however, that, for purposes of clause (b) of this definition of “Closing Available Cash,” a maximum of ten million dollars ($10,000,000) shall count towards the total amount of Closing Available Cash if funded or to be funded pursuant to any financing arrangement that is an equity line of credit, regardless of the total amount available under such equity line of credit, plus (c) the amount of cash and cash equivalents (other than excluded cash) of Chavant immediately prior to the Closing that is held in an account of Chavant outside the Trust Account.
Closing Available Cash means an amount equal to (a) the amount of cash available to be released from the Trust Account as of immediately prior to the Closing (net of the SPAC Share Redemption Amount, but without reduction for any amount of cash included in clause (e) of this definition), plus (b) the net amount of cash proceeds actually received or confirmed to be received by HoldCo or the Company as of immediately prior to the Closing pursuant to any Financing Arrangement (without reduction for any amount of cash included in clause (e) of this definition), plus (c) the minimum net amount of cash proceeds required to be paid or made available to HoldCo or the Company during the period commencing at the Closing and ending on the first anniversary of the Closing Date pursuant to any Post-Closing Financing Arrangement (taking into account, for purposes of determining such minimum net amount, any terms, conditions or other provisions of such Post-Closing Financing Arrangement that could limit HoldCo’s or the Company’s right to receive such cash proceeds during such period or otherwise cause the net amount of such cash proceeds actually paid or made available to HoldCo or the Company during such period to vary) (without reduction for any amount of cash included in clause (e) of this definition), plus (d) the amount of cash (other than Excluded Cash) of SPAC as of immediately prior to the Closing that is held in an account of SPAC outside the Trust Account, minus (e) the amount of cash required to be transferred to, retained by or held in escrow for the benefit of the counterparty to any Financing Arrangement, minus (f) the amount by which the aggregate amount of all Transaction Expenses and all SPAC Transaction Expenses exceeds $20,000,000.
Examples of Closing Available Cash in a sentence
In the event that the Closing Available Cash is more than $10.0 million but less than $25.0 million, then the number of Sponsor Shares that will be unvested and subject to forfeiture will be determined by straight line interpolation between zero and 30% of the number of Sponsor Shares.
In the event that the Closing Available Cash is an amount equal to $25.0 million or more, then all Sponsor Shares, or 4,745,000 shares, will be fully vested.
In the event that the Closing Available Cash is an amount equal to $10.0 million or less, then 30% of the Sponsor Shares, or 1,423,500 shares, will be unvested and subject to forfeiture.
Upon the Closing of the Merger, the Closing Available Cash as defined by the Sponsor Support Agreement was $13.1 million, resulting in 1,129,630 shares that remain subject to vesting.
More Definitions of Closing Available Cash
Closing Available Cash means, without duplication, an amount equal to (a) Closing SMMC Cash minus (b) the lesser of: (i) one hundred seventy eight million dollars ($178,000,000) and (ii) the Aggregate Cash Election Amount.
Closing Available Cash means an amount equal to the excess of (a) the sum of (i) the funds contained in the Trust Account as of the Closing and the Equity Financing Amount received at the Closing, following payment of the Trust Redemption Amount and payment of all Company Transaction Costs and Parent Transaction Costs and (ii) the Company Closing Cash over (b) $500,000,000; provided that in no event shall the Closing Cash Payment Amount exceed $343,000,000.
Closing Available Cash means an amount, without duplication, equal to the sum of: (a) the aggregate gross proceeds received by the Company in connection with (i) any issuance of convertible notes pursuant to the New Investor Convertible Note Financing and (ii) any Permitted Company Financing, plus (b) cash held by SPAC in or outside of the Trust Account (after giving effect to payments to redeeming SPAC Shareholders pursuant to the exercise of their Redemption Rights).
Closing Available Cash means the sum of (w) the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions (if any)), plus (x) the PIPE Investment Amount actually received by the Acquiror prior to or substantially concurrently with the Closing, plus (y) the Forward Purchase Amount actually received by the Acquiror prior to or substantially concurrently with the Closing, plus (z) the cash and cash equivalents of Acquiror and its Subsidiaries, including the proceeds of any Indebtedness incurred after the date hereof (other than any Indebtedness of up to $125,000,000.00 to refinance the Existing Credit Agreement) or convertible note or other offering (in the case of Acquiror and its Subsidiaries, excluding any cash already covered by clauses (x), (y) or (z) above), in each case, as of the Closing.
Closing Available Cash means, without duplication, all cash and cash equivalents (excluding any restricted cash, security deposits, customer deposits and cash held in escrow) of the Entities as of the Closing Time, less the amount of cash and cash equivalents (i) necessary to cover outstanding checks which have been mailed or otherwise delivered by any of the Entities prior to such time but have not cleared and (ii) posted as collateral supporting any letter of credit obligations, surety or performance bonds or similar obligations. 10.7
Closing Available Cash means the sum of (w) the cash remaining in the Trust Account (after giving effect to the Acquiror Share Redemptions (if any)), plus (x) the PIPE Investment Amount actually received by the Acquiror prior to or substantially concurrently with the Closing, plus (y) the Forward Purchase Amount actually received by the Acquiror prior to or substantially concurrently with the Closing, plus (z) the cash and cash equivalents of Acquiror, Milk and Obagi and their respective Subsidiaries, including the proceeds of any Indebtedness incurred after the date hereof (other than any Indebtedness of up to $125,000,000.00 to refinance the Obagi Existing Credit Agreement) or convertible note or other offering (in the case of Acquiror and its Subsidiaries, excluding any cash already covered by clauses (w), (x) or (y) above), in each case, as of the Closing.
Closing Available Cash means, as of the Closing, the sum of (w) the total dollar amount of cash or cash equivalents in the Trust Account (after deducting the amount required to satisfy the redemption payments to Acquiror’s public stockholders, but prior to the payment of any Outstanding Company Transaction Expenses or Outstanding Parent Transaction Expenses), (x) the total amounts raised pursuant to subscription agreements entered into between the Company and investors pursuant to which investors purchase shares of Company Common Stock in a private placement or placements to be consummated immediately prior to the consummation of the Business Combination, (y) all bridge financing proceeds subscribed for after the date hereof and prior to completion of the Business Combination, and (z) any other amounts of cash, funds or cash equivalents contributed to Company by Acquiror, Sponsor, the Sponsor Co-Investor, the Insiders, or their respective affiliates prior to Closing (including, for the avoidance of doubt, the $1.5 million invested or otherwise contributed to the Company by certain Insiders prior to the date hereof).