Cloudbreak definition
Examples of Cloudbreak in a sentence
If the Forward Purchase Price (as defined in the Forward Purchase Agreement) is less than the Escrow Amount, then Cloudbreak and Globetrotter shall, no later than the Closing Date, deliver a Direction Letter (signed by each of them) to the Escrow Agent to disburse the amount equal to the excess of the Escrow Amount over the Forward Purchase Price to Cloudbreak on or promptly after the Closing Date.
The Escrow Agreement shall provide that, if the Merger Agreement has been terminated (as may be confirmed to the Escrow Agent by any party to the Escrow Agreement), then the Escrow Amount will be immediately (and in any event, within one (1) Business Day) returned to Cloudbreak.
The Company represents and warrants that no person, other than (i) a Holder of Registrable Securities and (ii) Cloudbreak and its permitted transferees pursuant to the Forward Purchase Agreement, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person.
Within one (1) Business Day of establishment of the Escrow Account, pursuant to the Escrow Agreement, Cloudbreak and/or its affiliates shall, and the TP Funds, severally and not jointly, shall cause Cloudbreak and/or its affiliates to, deposit, by wire transfer of U.S. dollars in immediately available funds, $61,000,000 (the “Escrow Amount”) into the Escrow Account.
The TP Funds, severally and not jointly, shall cause Cloudbreak to pay its portion of any fees, costs, expenses and charges of whatever nature (the “Escrow Costs”) that are payable pursuant to the terms of the Escrow Agreement and shall, severally and not jointly, make available to Cloudbreak any funds as are necessary for Cloudbreak to pay the Escrow Costs.
Each TP Party agrees and acknowledges that as a result of the TP Funds not providing cash funding in excess of the Escrow Amount to Cloudbreak to purchase shares of FPAC Common Stock under the Forward Purchase Agreement, the Seller Parties shall receive an increased amount of Stock Consideration upon consummation of the Closing under the Merger Agreement in accordance with Article II of the Merger Agreement.
The Executive will be eligible to earn and receive a one-time deal-based bonus payment of $300,000, less all applicable withholdings, contingent upon the Sale of Cloudbreak, subject to Executive’s continued employment with the Company through the Sale of Cloudbreak (the “Sale Bonus”).
FPAC agrees and acknowledges that as a result of the TP Funds not providing cash funding in excess of $61,000,000 to Cloudbreak to purchase shares of FPAC Common Stock under the Forward Purchase Agreement, the Seller Parties shall receive an increased amount of Stock Consideration upon consummation of the Closing under the Merger Agreement in accordance with Article II of the Merger Agreement.
Additionally, in the event the Executive is terminated without Cause and other than due to the Executive’s death or Complete Disability prior to a Sale of Cloudbreak and the Sale of Cloudbreak later occurs, then, provided the Executive satisfies the conditions of a Release as set forth in Section 4.4.2.1, the Executive shall also be entitled to receive the Sale Bonus in the next payroll period following the date on which the Sale of Cloudbreak occurs.
FPAC and Globetrotter agree that, subject to the Performance Condition (as defined in the TP Letter Agreement), FPAC will not enforce, and Globetrotter shall not request FPAC to enforce, the Forward Purchase Agreement against Cloudbreak.