Available Closing Cash means an amount (that is not generated from any borrowing) equal to the sum of (a) the amount of cash available in the Trust Account following the SPAC Shareholders’ Meeting, after deducting the amount required to satisfy the SPAC Share Redemption and payments of (i) SPAC Transaction Expenses (not to exceed US$2,500,000) and (ii) Group Company Transaction Expenses (not to exceed US$8,000,000), plus (b) the proceeds of Transaction Financings actually received by PubCo prior to or substantially concurrently with the Merger Closing.
Available Closing Cash means, as of the Closing (and without duplication), (a) the amount of funds contained in the Trust Account (after reduction for the aggregate amount of payments made or required to be made in connection with the Priveterra Stockholder Redemption), plus (b) the amount of immediately available funds funded to Priveterra or the Company prior to the Closing pursuant to any Interim Financing Arrangement entered into prior to the Closing and the amount of funds committed to Priveterra or the Company pursuant to any Interim Financing Arrangement entered into prior to the Closing that are or will be available to Priveterra or the Company, as applicable, (x) upon or immediately following the Closing or (y) within a six-month period following the Closing and the availability of which to Priveterra or the Company, as applicable, is subject only to the passage of time or such conditions as would reasonably be expected to be satisfied within such six-month period (provided, that, any such condition will be deemed not to be reasonably expected to be satisfied if such condition is outside of the Company’s sole control, including, any minimum stock price thresholds, minimum public float, or other trading or listing requirement; provided, however, that, the filing of, or effectiveness of, a registration statement will be deemed to be reasonably expected to be satisfied by the Company), plus (c) any amount of proceeds funded of any Bridge Loan received by the Company prior to the Closing to the extent such amount is not required to be repaid prior to the later of either (A) December 31, 2023 or (B) within the first six months following the Closing, pursuant to the terms of such Bridge Loan, plus (d) the amount of proceeds (in an amount not to exceed the Excess Expenses Amount) immediately available to Priveterra or the Company at or prior to the Closing pursuant to any equity financing provided by Priveterra pursuant to Section 5.18 in respect of any Excess Expenses Amount, in the case of the foregoing clauses (a), (b) (c) and (d) before giving effect to the payment of any Transaction Expenses, minus (e) all Unpaid Priveterra Expenses.
Available Closing Cash means, as of the Closing (a) the amount of funds contained in the Trust Account (after reduction for the aggregate amount of payments made or required to be made in connection with the SPAC Stockholder Redemption), plus (b) the amount of funds available to consummate the Merger pursuant to the PIPE Financing, minus (c) Unpaid SPAC Expenses and Unpaid Company Expenses. The determination of “Available Closing Cash” shall not give effect to the Note Repayments.
Examples of Available Closing Cash in a sentence
Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders.The Merger Agreement provides that the obligations of Redwire to consummate the Business Combination are conditioned on, among other things, that as of the Closing, the Minimum Available Closing Cash is equal to not less than $185,000,000.
The cash consideration will be an amount equal to $1,310,000,000; provided, that if the Minimum Cash Condition is not met, and Mirion and the Charterhouse Parties elect to waive the Minimum Cash Condition, then the Cash Consideration will be equal to $1,310,000,000 less the amount by which $1,310,000,000 exceeds the Available Closing Cash.
The Merger Agreement provides that the obligations of Redwire to consummate the Business Combination are conditioned on, among other things, that as of the Closing, the Minimum Available Closing Cash is equal to not less than $185,000,000.
More Definitions of Available Closing Cash
Available Closing Cash means, as of the Closing, (i) the amount of funds contained in the Trust Account (after reduction for the aggregate amount of payments required to be made in connection with the SPAC Stockholder Redemption), plus (ii) the PIPE Financing Amount, plus (iii) the Debt Financing Proceeds, plus (iv) the Closing Balance Sheet Cash, plus (v) the Backstop Amount Proceeds (if any),less (vi) the Debt Payoff Amount, less(vii) Transaction Expenses (other than Seller-Borne Transaction Expenses), less (viii) the Primary Capital.
Available Closing Cash means, as the applicable Partnership Record Date, an amount equal to (a) Closing Cash, less (b) the aggregate amount of Closing Cash previously Distributed pursuant to Section 5.1(a)(ii), less (c) the aggregate amount of reimbursements previously made pursuant to Section 7.4(b).
Available Closing Cash means an amount equal to the sum of (a) cash available in the Trust Account after deducting (i) the amount required to satisfy the redemption regarding Parent Redeeming Shares, (ii) the payment of Deferred Underwriting Amount, and (iii) payments of Transaction Expenses, plus (b) the proceeds of Transaction Financing, provided that, such amount shall be no less than $5,000,000.
Available Closing Cash means, without duplication, an amount equal to (a) all amounts in the Trust Account (after reduction of for the aggregate amount of payments required to be made in connection with redemptions), plus (b) if any potential financing is consummated pursuant to the terms of the business combination agreement, the aggregate amount of net cash proceeds received from the consummation any such potential financing (if any), plus (c) any net proceeds obtained by AtlasClear as a result of any debt financing arrangements for borrowed money entered into by AtlasClear following the date of the Business Combination Agreement (if any), plus (d) any other cash of Quantum or the Target Companies that will be on hand at the Closing, in each case, without giving effect to payment of AtlasClear, Inc.’s or Quantum’s transaction expenses; provided that, with respect to debt financing described in clause (c), only the amounts outstanding immediately following the Closing will be considered when determining the Available Closing Cash.
Available Closing Cash means, as of the Closing, (i) the amount of funds contained in the Trust Account (after reduction for the aggregate amount of payments required to be made in connection with the SPAC Stockholder Redemption), plus (ii) the PIPE Financing Amount, plus (iii) the Debt Financing Proceeds, plus (iv) the Closing Balance Sheet Cash, plus (v) the Backstop Amount Proceeds (if any), less (vi) the Debt Payoff Amount, less (vii) Transaction Expenses (other than Seller-Borne Transaction Expenses), less (viii) the Primary Capital.
Available Closing Cash means, without duplication, all cash held in the PHCM Debtors' Account as of the last day of the most recently ended calendar month that is at least 30 days prior to the Closing, plus (1) all amounts paid by Omega to PHCM at Closing for the purchase of the Residual Ciena Interest, (2) the portion of the prepetition liquidity deposit ($1,599,940.03) restored to PHCM at Closing pursuant to clause (iii) of this Section 13.4, and (3) without duplication, all other amounts paid to Omega by PHCM since the Petition Date and not yet applied to the Omega obligations, including, without limitation, the amounts referred to in paragraphs (iv) and (v) of this Section 13.4, minus (A) a $500,000 retainage for working capital, (B) any portion of such cash representing insurance proceeds or condemnation awards (such proceeds or awards to be retained and applied for the purposes required in this Agreement), and (C) any Medicaid Overpayment Claims.
Available Closing Cash means an amount equal to: (a) the funds contained in the Trust Account as of the Company Amalgamation Effective Time (but, for the avoidance of doubt, prior to the payment of any cash to satisfy the redemptions of any Redemption Shares pursuant to the SPAC Redemption); plus (b) all other cash and cash equivalents of SPAC, including the proceeds of any securities or Indebtedness funded in connection with the Closing (excluding, for the avoidance of doubt, any amount otherwise included in the Available Closing Cash pursuant to clauses (a) and (e) of this definition); plus (c) the proceeds received on or before the Company Amalgamation Effective Time from and pursuant to the Royalty Agreements, including, without limitation, the Royalty Agreement Proceeds; plus (d) the proceeds received as a result of the PIPE Financing; plus (e) the available amount under the Credit Agreement; plus (f) the proceeds received as a result of the issuance of any Interim Company Shares or Flow-Through Shares; minus (g) the aggregate amount of cash required to be paid to satisfy the redemptions of any Redemption Shares pursuant to the SPAC Redemption; minus (h) the Transaction Expenses.