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 has the meaning set forth in Section 1.3.

Examples of Closing Proceeds in a sentence

• The Company represents that the net proceeds of this offering will be primarily used for the purposes set forth on page 4 of the term sheet under the caption "Closing Proceeds".

• The Company has no liabilities of a nature required by GAAP to be included on the Company’s balance sheet except liabilities (a) that are accrued and reflected on the Financial Statements; (b) that are Company Transaction Expenses or that are listed on Schedule 3.15; (c) that have arisen in the Ordinary Course of Business of the Company since the Most Recent Balance Sheet Date; (d) to perform under the Contracts of the Company; and (e) liabilities that reduce the Seller Closing Proceeds.

• On the Closing Date, Parent shall deliver to the Escrow Agent (a) the Adjustment Escrow Amount for the purpose of providing security for any adjustment to the amount of the Closing Proceeds pursuant to Section 3.3 and (b) the Indemnity Escrow Amount for the purpose of securing the indemnification obligations of the Indemnifying Securityholders set forth in Article 8.

• The Adjustment Escrow Fund shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms hereof and thereof until the amount of the Closing Proceeds, and any resulting Parent Adjustment Amount or Seller Adjustment Amount, are finally determined pursuant to Section 3.3. The Indemnity Escrow Fund shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms hereof and thereof.

• Any severe adverse reactions that may occur to another child, for whom the epinephrine auto- injector is not prescribed, should such a pupil receive a dose of the medication.

More Definitions of Closing Proceeds

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.

Closing Proceeds as defined in Section 2.2.

Closing Proceeds means an amount equal to the sum of: (i) the amount of funds in the Trust Account after giving effect to the Redemption, plus (ii) the amount paid for the PIPE Shares in the PIPE Investment.

Closing Proceeds has the meaning assigned to such term in Section 3.

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 has the meaning set forth in Section 1.2(b). “Closing Report” has the meaning set forth in Section 1.2(c).

Closing Proceeds means (i) the Enterprise Value, plus (ii) Closing Cash, plus (iii) the amount (if any) by which Closing Net Working Capital is greater than Target Net Working Capital, plus (iv) the Aggregate Exercise Price, minus (v) Closing Indebtedness, minus (vi) the amount (if any) by which Closing Net Working Capital is less than Target Net Working Capital, minus (vii) Unpaid Transaction Expenses, minus (viii) the Representative Expense Fund, minus (ix) the Escrow Amount. For the avoidance of doubt, no items included in the definitions of Cash, Indebtedness, Unpaid Transaction Expenses or Net Working Capital will be double counted for purposes of calculating the Closing Proceeds hereunder.