Closing Newco Cash definition
Closing Newco Cash means, without duplication, an amount equal to (i) the net proceeds to the Issuer from the Trust Account after giving effect to redemptions (and without giving effect to the proceeds from the issuance and sale of any Convertible Notes or any shares of Issuer Common Stock or warrants pursuant to this Subscription Agreement, Other Subscription Agreements, Future Subscription Agreements, FPAs or any other agreement, including any proceeds counted under subclause (ii) of this definition); plus (ii) the aggregate amount of cash actually funded to purchase shares of Issuer Common Stock and Convertible Notes pursuant to this Subscription Agreement and the Other Subscription Agreements entered into prior to the Closing in connection with such agreements; plus (iii) the aggregate amount of cash actually funded to purchase shares of Issuer Common Stock and Convertible Notes pursuant to any Future Subscription Agreements entered into prior to the Closing, minus (iv) the payment of all fees and expenses required to be paid by Issuer, SPAC and the Company in connection with the consummation of the Transactions (including any deferred underwriting fees) and the transactions contemplated by this Subscription Agreement, Other Subscription Agreements, Future Subscription Agreements, FPAs or any other agreement related thereto; minus (v) the Transaction Cash Consideration (as defined in the Business Combination Agreement as it exists on the date hereof).