Common use of Acquisition/Liquidation Procedure Clause in Contracts

Acquisition/Liquidation Procedure. The Company agrees: (i) prior to the consummation of any Business Combination, it will submit such transaction to the Company’s stockholders for their approval (“Business Combination Vote”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under the laws of the state of Delaware; and (ii) in the event that the Company does not effect a Business Combination within twenty-four (24) months from the consummation of the offering (the “Termination Date”), this shall trigger an automatic winding-up of the Company and the trust account will be liquidated to holders of IPO shares in the manner described in the Sale Preliminary Prospectus and the Prospectus as soon as reasonably practicable, and subject to the requirements of the laws of the state of Delaware. For purposes of this Section 8.4, the term “IPO shares” means the Common Stock contained in the public securities.

Appears in 5 contracts

Samples: Underwriting Agreement (TM Entertainment & Media, Inc.), Underwriting Agreement (TM Entertainment & Media, Inc.), Underwriting Agreement (TM Entertainment & Media, Inc.)

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Acquisition/Liquidation Procedure. The Company agrees: (i) prior to the consummation of any Business Combination, it will submit such transaction to the Company’s stockholders for their approval (“Business Combination Vote”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under the laws of the state of Delaware; and (ii) in the event that the Company does not effect a Business Combination within twenty-four (24) months from the consummation of the offering (the “Termination Date”), this shall trigger an automatic winding-up of the Company and the trust account Trust Account will be liquidated to holders of IPO shares Shares in the manner described in the Sale Preliminary Prospectus and the Prospectus as soon as reasonably practicable, and subject to the requirements of the laws of the state State of Delaware. For purposes of this Section 8.47, the term “IPO shares” means the Common Stock contained in the public securitiesPublic Securities.

Appears in 5 contracts

Samples: Underwriting Agreement (International Brands Management Group LTD), Underwriting Agreement (International Brands Management Group LTD), Underwriting Agreement (International Brands Management Group LTD)

Acquisition/Liquidation Procedure. The Company agrees: (i) prior to the consummation of any Business Combination, it will submit such transaction to the Company’s stockholders for their approval (“Business Combination Vote”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under the laws of the state of Delaware; and (ii) in the event that the Company does not effect a Business Combination business combination within twenty-four (24) months from the consummation of the offering (the “Termination Date”), this shall trigger an automatic winding-up of the Company and the trust account will be liquidated to holders of IPO shares in the manner described in the Sale Preliminary Prospectus and the Prospectus as soon as reasonably practicable, and subject to the requirements of the laws of the state of Delaware. For purposes of this Section 8.4, the term “IPO shares” means the Common Stock contained in the public securities.

Appears in 4 contracts

Samples: Underwriting Agreement (Arcade Acquisition Corp.), Underwriting Agreement (Arcade Acquisition Corp.), Underwriting Agreement (Arcade Acquisition Corp.)

Acquisition/Liquidation Procedure. The Company agrees: (i) prior to the consummation of any Business Combination, it will submit such transaction to the Company’s 's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under the laws of the state of Delaware; and (ii) in the event that the Company does not effect a Business Combination within twenty-four (24) months from the consummation of the offering (the "Termination Date"), this shall trigger an automatic winding-up of the Company and the trust account will be liquidated to holders of IPO shares in the manner described in the Sale Preliminary Prospectus and the Prospectus as soon as reasonably practicable, and subject to the requirements of the laws of the state of Delaware. For purposes of this Section 8.4, the term "IPO shares" means the Common Stock contained in the public securities.

Appears in 3 contracts

Samples: Underwriting Agreement (FMG Acquisition Corp), Underwriting Agreement (FMG Acquisition Corp), Underwriting Agreement (FMG Acquisition Corp)

Acquisition/Liquidation Procedure. The Company agrees: (i) prior to the consummation of any Business Combination, it will submit such transaction to the Company’s stockholders for their approval (“Business Combination Vote”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under the laws of the state of Delaware; and (ii) in the event that the Company does not effect a Business Combination business combination within twenty-four (24) months from the consummation of the offering (the “Termination Date”), this shall trigger an automatic winding-up of the Company and the trust account will be liquidated to holders of IPO shares Shares in the manner described in the Sale Preliminary Prospectus and the Prospectus as soon as reasonably practicable, and subject to the requirements of the laws of the state of Delaware. For purposes of this Section 8.48.5, the term “IPO sharesShares” means the shares of Common Stock contained in the public securitiesPublic Securities.

Appears in 3 contracts

Samples: Underwriting Agreement (Camden Learning CORP), Underwriting Agreement (Camden Learning CORP), Underwriting Agreement (Camden Learning CORP)

Acquisition/Liquidation Procedure. The Company agrees: (i) prior to the consummation of any Business Combination, it will submit such transaction to the Company’s stockholders shareholders for their approval (“Business Combination Vote”) even if the nature of the acquisition is such as would not ordinarily require stockholder shareholder approval under the laws of the state of DelawareCayman Islands; and (ii) in the event that the Company does not effect a Business Combination business combination within twenty-four (24) months from the consummation of the offering Offering (the “Termination Date”), this shall trigger an automatic winding-up of the Company and the trust account will be liquidated to holders of IPO shares Shares in the manner described in the Sale Preliminary Prospectus and the Prospectus as soon as reasonably practicable, and subject to the requirements of the laws of the state of DelawareCayman Islands. For purposes of this Section 8.4, the term “IPO sharesShares” means the Common Stock contained Ordinary Shares included in the public securitiesPublic Securities.

Appears in 2 contracts

Samples: Underwriting Agreement (Infinity I-China Acquisition CORP), Underwriting Agreement (Infinity I-China Acquisition CORP)

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Acquisition/Liquidation Procedure. The Company agrees: (i) prior to the consummation of any Business Combination, it will submit such transaction to the Company’s stockholders for their approval (“Business Combination Vote”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under the laws of the state of Delaware; and (ii) in the event that the Company does not effect a Business Combination business combination within twenty-four (24) months from the consummation of the offering (the “Termination Date”), this shall trigger an automatic winding-up of the Company and the trust account will be liquidated to holders of IPO shares in the manner described in the Sale Preliminary Prospectus and the Prospectus as soon as reasonably practicable, and subject to the requirements of the laws of the state of Delaware. For purposes of this Section 8.48.6, the term “IPO shares” means the Common Stock contained in the public securities.

Appears in 2 contracts

Samples: Underwriting Agreement (Stone Tan China Acquisition Corp.), Underwriting Agreement (Stone Tan China Acquisition Corp.)

Acquisition/Liquidation Procedure. The Company agrees: (i) prior to the consummation of any Business Combination, it will submit such transaction to the Company’s stockholders for their approval (Business Combination Vote”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under the laws of the state of Delaware; and (ii) in the event that the Company does not effect a Business Combination business combination within twenty-four (24) months from the consummation of the offering (the Termination Date”), this shall trigger an automatic winding-up of the Company and the trust account will be liquidated to holders of IPO shares Shares in the manner described in the Sale Preliminary Prospectus and the Prospectus as soon as reasonably practicable, and subject to the requirements of the laws of the state of Delaware. For purposes of this Section 8.48.5, the term IPO sharesShares” means the shares of Common Stock contained in the public securitiesPublic Securities.

Appears in 2 contracts

Samples: Underwriting Agreement (Camden Learning CORP), Underwriting Agreement (Camden Learning CORP)

Acquisition/Liquidation Procedure. The Company agrees: (i) prior to the consummation of any Business Combination, it will submit such transaction to the Company’s stockholders for their approval (“Business Combination Vote”) even if the nature of the acquisition is such as would not ordinarily require stockholder approval under the laws of the state of Delaware; and (ii) in the event that the Company does not effect a Business Combination business combination within twenty-four (24) months from the consummation of the offering (the “Termination Date”), this shall trigger an automatic winding-up of the Company and the trust account will be liquidated to holders of IPO shares Shares in the manner described in the Sale Preliminary Prospectus and the Prospectus as soon as reasonably practicable, and subject to the requirements of the laws of the state of Delaware. For purposes of this Section 8.4, the term “IPO sharesShares” means the Common Stock contained included in the public securitiesPublic Securities.

Appears in 1 contract

Samples: Underwriting Agreement (Stone Tan China Acquisition Corp.)

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