Net Redemptions definition
Net Redemptions means an amount equal to (i) the aggregate amount of cash proceeds that will be required to satisfy the redemption of any shares of Acquiror Class A Common Stock pursuant to the Offer (as defined in the Business Combination Agreement), minus, to the extent applicable (ii) the aggregate amount of proceeds from Additional PIPEs actually received by Acquiror prior to or substantially concurrently with the closing of the transactions contemplated by the Business Combination Agreement (but in no event less than zero).
Net Redemptions means the proceeds of the Trust Account paid in respect of shares of Common Stock redeemed by Public Stockholders in connection with the initial Business Combination and the shares of Common Stock redeemed in connection with the redemption rights of Public Stockholders in connection with certain amendments to the Company’s amended and restated certificate of incorporation, less the amount of any capital raised from third-party investors in private placements prior to or simultaneous with the consummation of the initial Business Combination (excluding the proceeds of purchases made pursuant to the Forward Purchase Agreement or any other investment by the PS Entities or affiliates thereof). The Underwriters hereby agree that (i) if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), the Underwriters will forfeit any rights or claims to the aggregate Deferred Discount, and (ii) if the Minimum Retention Condition is not met, 25% of the aggregate Deferred Discount will be owed; provided that the Company, in its sole discretion, can pay the Underwriters any or all of the remaining aggregate Deferred Discount. The Trustee under the Trust Agreement is authorized to distribute to the Public Stockholders on a pro-rata basis an amount calculated as the Deferred Discount Cap minus the amount that is owed to the Underwriters pursuant to this Section 2(d). The “Minimum Retention Condition” will be met if a Business Combination is consummated with at least an aggregate of $2,000,000,000 of cash available to the Company after giving effect to Net Redemptions; and
Net Redemptions means the proceeds of the Trust Account paid in respect of shares of Common Stock redeemed by Public Stockholders in connection with the initial Business Combination and the shares of Common Stock redeemed in connection with the redemption rights of Public Stockholders in connection with certain amendments to the Company’s amended and restated certificate of incorporation, less the amount of any capital raised from third-party investors in private placements prior to or simultaneous with the consummation of the initial Business Combination (excluding the proceeds of purchases made pursuant to the Forward Purchase Agreement or any other investment by the PS Entities or affiliates thereof). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Discount and (b) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro-rata basis; and
Examples of Net Redemptions in a sentence
If Net Redemptions exceed $10,000,000, any such excess shall reduce, on a dollar-for-dollar basis, the cash consideration payable in respect of the Company Common Stock and Company Common Options (in each case, as defined in the Business Combination Agreement) at the closing of the Business Combination pursuant to the Business Combination Agreement.