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 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.

Examples of Closing Proceeds in a sentence

• Notwithstanding the foregoing or anything contained in this Agreement to the contrary, the balance of the Total Purchase Price plus all applicable Closing Costs (the "Closing Proceeds") shall be paid to Seller at Closing by wire transfer in immediately available funds or by cashier's check (subject to collection) issued by a bank with a branch in the County where the Property is located.

• Such other duly executed documents and certificates as may be required or reasonably requested to be delivered by the Sellers or the Companies pursuant to the terms of this Agreement.(b) On or before the Closing Date, the Purchaser shall have delivered to the Sellers the following:(1) Closing Proceeds.

• If the Class 8 claim becomes an Allowed Claim, the Holder will be paid their share of the 260 Roydon Closing Proceeds on the Closing Date, in accordance with their priority with respect to 260 Roydon.

• Payment of the Closing Proceeds in accordance with Section 3.1(c) hereof.(2) Closing Certificate .

• No later than ninety (90) days after the Closing Date, Parent shall prepare and deliver to the Securityholder Representative a statement (the “ Closing Statement”) setting forth (i) Parent’s calculation of the Closing Proceeds, including each of the Closing Proceeds Elements and the Parent Adjustment Amount or the Seller Adjustment Amount (if any), and (ii) the Closing Balance Sheet, together with reasonable supporting detail of each of the calculations set forth in the Closing Statement.

More Definitions of Closing Proceeds

Closing Proceeds as defined in Section 2.2.

Closing Proceeds means the sum of (i) the funds left 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 this Agreement or the transactions contemplated hereby or repayment of any outstanding loans of the Company), plus (ii) the gross proceeds received by the Company in the PIPE Transaction.

Closing Proceeds is defined in Section 3.1(a).

Closing Proceeds means (a) the Base Amount, plus (b) Closing Cash, plus (c) the amount (if any) by which Closing Net Working Capital is greater than Target Net Working Capital, plus (d) the Aggregate Exercise Price, minus (e) Closing Indebtedness, minus (f) the amount (if any) by which Closing Net Working Capital is less than Target Net Working Capital, minus (g) Unpaid Transaction Expenses, minus (h) the Representative Holdback Amount, minus (i) the Indemnity Escrow Amount minus (j) the Adjustment Escrow Amount, minus

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 (a) the Base Amount, plus (b) Closing Cash, plus (c) the amount (if any) by which Closing Net Working Capital is greater than Target Net Working Capital, plus (d) the Aggregate Exercise Price, minus (e) Closing Indebtedness, minus (f) the amount (if any) by which Closing Net Working Capital is less than Target Net Working Capital, minus (g) Unpaid Transaction Expenses, minus (h) the Representative Holdback Amount, minus (i) the Indemnity Escrow Amount minus (j) the Adjustment Escrow Amount, minus (k) the RSU Amount. For the avoidance of doubt, no items included in the definitions of Cash, Indebtedness, Unpaid Transaction Expenses or Net Working Capital shall be double counted for purposes of calculating the Closing Proceeds hereunder.