Closing Proceeds definition
Closing Proceeds means the portion of the Total Proceeds available for distribution to holders of Common Stock at or around the closing of the Change of Control.
Closing Proceeds means the sum of (i) the funds remaining in the Trust Account immediately prior to the Closing, after giving effect to the redemptions by Public Shareholders (but before giving effect to the payment of any expenses incurred in connection with the Merger Agreement or the Business Combination or repayment of any outstanding loans of Stellar).
Closing Proceeds means the sum of (A) the funds left in the Trust Account as of the Merger Closing, after giving effect to any redemptions or conversions by Public Stockholders, but before giving effect to the payment of any Transaction Expenses, plus (B) the amount of funds from any private placements of the Company’s capital stock (or binding commitments therefor, other than the Subscriber’s obligations in the Backstop Offering) occurring or to occur at or prior to the Merger Closing, and (ii) “Trading Day” shall mean a day during which trading in the Ordinary Shares generally occurs on the Nasdaq or, if the Ordinary Shares are not listed on the Nasdaq, on the principal other national or regional securities exchange on which the Ordinary Shares are then listed or, if the Ordinary Shares are not listed on a national or regional securities exchange, on the principal other market on which the Ordinary Shares are then listed or admitted for trading.
Examples of Closing Proceeds in a sentence
The fees, costs and expenses of the Independent Accountant shall be paid by each of Seller and Parent based on the inverse proportion to the difference between the Closing Proceeds proposed by each of them and the Closing Proceeds as determined by the Independent Accountant.
The Adjustment Escrow Amount shall serve as a fund solely for the satisfaction of any post-Closing adjustments to the Closing Proceeds in accordance with this Agreement.
More Definitions of Closing Proceeds
Closing Proceeds means the sum of: (i) the funds contained in the Trust Account after giving effect to the all properly submitted redemptions by the SPAC Shareholders, (ii) any cash on SPAC’s balance sheet immediately prior to Closing, (iii) the aggregate amount of gross proceeds actually received by the Company or Pubco (as applicable) from the Pre-Funded PIPE Investment and PIPE Investment (including for the avoidance of doubt, any Future PIPE Investors who agree to participate in the PIPE Investment), and (iv) without duplicating any amounts in clause (iii) immediately above, the aggregate amount of gross proceeds set forth in any PIPE Term Sheets, in each case before payment of SPAC Transaction Expenses and Company Transaction Expenses. Notwithstanding anything else in this Agreement to the contrary, if the aggregate amounts described in clauses (iii) and (iv) of this definition total at least $50,000,000 at any time on or prior to the Closing, then the condition set forth in Section 10.1(f) shall be deemed to be satisfied.
Closing Proceeds as defined in Section 2.2.
Closing Proceeds has the meaning set forth in Section 1.3.
Closing Proceeds has the meaning ascribed thereto in Section 2.1(a)(iii).
Closing Proceeds means an amount equal to (1) the Base Purchase Price, minus (2) the Deposit, plus (3) the amount by which Estimated Net Working Capital exceeds Target Net Working Capital, if any, minus (4) the amount by which Target Net Working Capital exceeds Estimated Net Working Capital, if any, plus (5) the amount of Estimated Cash, minus (6) the amount of Estimated Indebtedness, if any, minus (7) the amount of Estimated Transaction Expenses. Simultaneously with the delivery of the Closing Report, the Companies shall deliver to Purchaser a schedule (“Payment Schedule”) setting forth the following information as of the Closing: (I) the name of each Person to whom a Closing Indebtedness is payable, together with the amount payable to such Person and the wire transfer instructions for the payment thereof; and (II) the name of each Person to whom any Closing Transaction Expense that has been incurred but not paid prior to Closing is payable, together with the amount payable to such Person and wire instructions for the payment thereof.
Closing Proceeds means the sum of (i) the funds left in the Trust Account immediately prior to the Closing, after giving effect to the Redemptions by Public Shareholders (but before giving effect to the payment of any expenses incurred in connection with this Agreement or the transactions contemplated hereby or repayment of any outstanding loans of the Company), plus (ii) the gross proceeds received by the Company in the PIPE Transaction.
Closing Proceeds means (a) the Enterprise Value, plus (b) the amount (if any) by which Closing Net Working Capital is greater than Target Net Working Capital, plus (c) Cash minus (d) Closing Indebtedness, minus (e) the amount (if any) by which Closing Net Working Capital is less than Target Net Working Capital, minus (f) Unpaid Transaction Expenses, minus (g) the Adjustment Escrow Amount. For the avoidance of doubt, no items included in the definitions of Indebtedness, Unpaid Transaction Expenses, Cash or Net Working Capital shall be double counted for purposes of calculating the Closing Proceeds hereunder.