Common use of Trust Account Proceeds Clause in Contracts

Trust Account Proceeds. Upon satisfaction or waiver of the conditions set forth in Article IX and provision of notice thereof to the Trustee (which notice SPAC shall provide to the Trustee in accordance with the terms of the Trust Agreement), in accordance with and pursuant to the Trust Agreement, (a) at the Closing, SPAC shall (i) cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (ii) use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (A) pay as and when due all amounts payable to the shareholders of SPAC pursuant to the SPAC Shareholder Redemption, (B) pay the amounts due to the underwriters of the SPAC’s initial public offering for their deferred underwriting commissions as set forth in the Trust Agreement, (C) pay the amounts due to the Sponsor, directors and officers of SPAC as repayment of any unpaid SPAC liabilities solely (x) to the extent set forth on Schedule 7.03, or (y) for such other liabilities that are less than $100,000 in the aggregate, (D) pay the amounts due to third parties (e.g., professionals, printers, etc.) who have rendered services to SPAC in connection with its operations and efforts to effect the Transactions, (E) pay all income tax or other tax obligations of SPAC prior to Closing; and (F) pay all remaining amounts then available in the Trust Account to SPAC in accordance with the Trust Agreement, and (b) thereafter, the Trust Account shall terminate, except as otherwise expressly provided in the Trust Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (ironSource LTD), Agreement and Plan of Merger (Thoma Bravo Advantage)

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Trust Account Proceeds. Upon satisfaction or waiver of the conditions set forth in Article IX and provision of notice thereof to the Trustee (which notice SPAC Acquiror shall provide to the Trustee in accordance with the terms of the Trust Agreement), (i) in accordance with and pursuant to the Trust Agreement, (a) at the Closing, SPAC Acquiror (A) shall (i) cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (iiB) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (A1) pay as and when due all amounts payable to Acquiror Shareholders pursuant to the Acquiror Share Redemptions (subject to the commitments undertaken by the Sponsor pursuant Redemption Subscription Agreement), (2) immediately thereafter, pay US$950,000,000 to the shareholders of SPAC pursuant to the SPAC Shareholder RedemptionCompany in accordance with Section 3.1, (B) pay the amounts due to the underwriters of the SPAC’s initial public offering for their deferred underwriting commissions as set forth in the Trust Agreement, (C) pay the amounts due to the Sponsor, directors and officers of SPAC as repayment of any unpaid SPAC liabilities solely (x) to the extent set forth on Schedule 7.03, or (y) for such other liabilities that are less than $100,000 in the aggregate, (D) pay the amounts due to third parties (e.g., professionals, printers, etc.) who have rendered services to SPAC in connection with its operations and efforts to effect the Transactions, (E3) pay all income tax or other tax obligations of SPAC prior to Closing; Company Transaction Expenses and Acquiror Transaction Expenses, and (F4) pay all remaining amounts then available in the Trust Account to SPAC in accordance with Acquiror for working capital and general corporate purposes, subject to this Agreement and the Trust Agreement, Agreement and (bii) thereafter, the Trust Account shall terminate, except as otherwise expressly provided in the Trust Agreementtherein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aurora Acquisition Corp.)

Trust Account Proceeds. Upon satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article IX X and provision of notice thereof to the Trustee (Trustee, which notice SPAC Plum shall provide to the Trustee in accordance with the terms of the Trust Agreement), in accordance with and pursuant to the Trust Agreement, (a) at the Closing, SPAC Plum shall (i) cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (ii) use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (A) pay as and when due all amounts payable to the shareholders holders of SPAC Plum Shares pursuant to the SPAC Plum Shareholder Redemption, (B) pay the amounts due to the underwriters of the SPACPlum’s initial public offering for their deferred underwriting commissions as set forth in the Trust AgreementAgreement (unless waived), (C) pay the amounts due to the Sponsor, directors and officers of SPAC Plum as repayment of any unpaid SPAC liabilities solely (x) to the extent set forth on Schedule 7.03, or (y) for such other liabilities that are less than $100,000 in the aggregatePlum liabilities, (D) pay the amounts due to third parties (e.g., professionals, printers, etc.) who have rendered services to SPAC in connection with its operations and efforts to effect the TransactionsPlum Transaction Expenses, (E) pay all income tax or other tax obligations of SPAC Plum prior to Closing; Closing and (F) pay all remaining amounts then available in the Trust Account to SPAC Plum in accordance with the Trust Agreement, and (b) thereafter, the Trust Account shall terminate, except as otherwise expressly provided in the Trust Agreement.

Appears in 1 contract

Samples: Business Combination Agreement (Plum Acquisition Corp. I)

Trust Account Proceeds. Upon satisfaction or waiver of the conditions set forth in Article IX X and provision of notice thereof to the Trustee (Trustee, which notice SPAC Plum shall provide to the Trustee in accordance with the terms of the Trust Agreement), in accordance with and pursuant to the Trust Agreement, (a) at the Closing, SPAC Plum shall (i) cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (ii) use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (A) pay as and when due all amounts payable to the shareholders of SPAC Plum pursuant to the SPAC Plum Shareholder Redemption, (B) pay the amounts due to the underwriters of the SPACPlum’s initial public offering for their deferred underwriting commissions as set forth in the Trust Agreement, (C) pay the amounts due to the Sponsor, directors and officers of SPAC Plum as repayment of any unpaid SPAC liabilities solely (x) to the extent set forth on Schedule 7.03, or (y) for such other liabilities that are less than $100,000 in the aggregatePlum liabilities, (D) pay the amounts due to third parties (e.g., professionals, printers, etc.) who have rendered services to SPAC in connection with its operations and efforts to effect the TransactionsPlum Transaction Expenses, (E) pay all income tax or other tax obligations of SPAC Plum prior to Closing; Closing and (F) pay all remaining amounts then available in the Trust Account to SPAC Plum in accordance with the Trust Agreement, and (b) thereafter, the Trust Account shall terminate, except as otherwise expressly provided in the Trust Agreement.

Appears in 1 contract

Samples: Business Combination Agreement (Plum Acquisition Corp. I)

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Trust Account Proceeds. Upon satisfaction or waiver of the conditions set forth in Article IX and provision of notice thereof to the Trustee (which notice SPAC Acquiror shall provide to the Trustee in accordance with the terms of the Trust Agreement), in accordance with and pursuant to the Trust Agreement, (a) at the Closing, SPAC shall Acquiror (i) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (ii) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (Aw) pay (or distribute to the Company for payment) as and when due any income and other Tax obligations from any income earned in the Trust Account, (x) pay as and when due all amounts payable to the shareholders of SPAC Acquiror Stockholders pursuant to the SPAC Shareholder Acquiror Stockholder Redemption, (By) pay the amounts due to the underwriters of the SPACAcquiror’s initial public offering for their deferred underwriting commissions as as, in the amount, and subject to the terms set forth in Section 7.06 and in the Trust Agreement, (C) pay the amounts due to the Sponsor, directors and officers of SPAC as repayment of any unpaid SPAC liabilities solely (x) to the extent set forth on Schedule 7.03, or (y) for such other liabilities that are less than $100,000 in the aggregate, (D) pay the amounts due to third parties (e.g., professionals, printers, etc.) who have rendered services to SPAC in connection with its operations and efforts to effect the Transactions, (E) pay all income tax or other tax obligations of SPAC prior to Closing; Agreement and (Fz) pay all remaining amounts then available in the Trust Account to SPAC in accordance with Acquiror for immediate use, or as otherwise directed by the Acquiror and agreed to by the Company, subject to this Agreement and the Trust Agreement, and (b) thereafter, the Trust Account shall terminate, except as otherwise expressly provided in the Trust Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (OCA Acquisition Corp.)

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