Common use of Acquisition/Liquidation Procedures Clause in Contracts

Acquisition/Liquidation Procedures. 7.6.1. 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 applicable state law; and (ii) in the event that the Company does not effect a Business Combination within eighteen (18) months from the consummation of the Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company shall take all action necessary to dissolve the Corporation and liquidate the Trust Account to holders of IPO Shares in the manner described in the Sale Preliminary Prospectus and the Prospectus as soon as reasonably practicable, and after approval of the Company's stockholders and subject to the requirements of the Delaware General Corporation Law (the "DGCL"), including the adoption of a resolution by the Board, prior to such Termination Date, pursuant to Section 275(a) of the DGCL, which shall deem the dissolution of the Company advisable and cause to be prepared such notices as are required by Section 275(a) of the DGCL as promptly thereafter as possible. If the Company does not consummate a Business Combination by the Termination Date, the Company shall, with respect to any plan of dissolution and liquidation, cause the Board to convene, adopt a plan of dissolution and liquidation and, within five (5) Business Days of such adoption, prepare and file a proxy statement with the Commission setting out the plan of dissolution and liquidation. If the Company seeks approval from its stockholders to consummate a Business Combination within 90 days of the expiration of 24 months from the Effective Date, the proxy statement related to such Business Combination will also seek stockholder approval for the plan of dissolution and liquidation in the event the stockholders do not approve the Business Combination. If no proxy statement seeking the approval of the stockholders for a Business Combination has been filed within 30 days prior to the date which is 24 months from the Effective Date, the Company shall 42 Maxim Group LLC _________________, 2007 Page 43 of 50

Acquisition/Liquidation Procedures. 7.6.1. 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 applicable state law; and (ii) in the event that the Company does not effect a Business Combination within eighteen (18) months from the consummation of the Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company shall take all action necessary to dissolve the Corporation and liquidate the Trust Account to holders of IPO Shares in the manner described in the Sale Preliminary Prospectus and the Prospectus as soon as reasonably practicable, and after approval of the Company's stockholders and subject to the requirements of the Delaware General Corporation Law (the "DGCL"), including the adoption of a resolution by the Board, prior to such Termination Date, pursuant to Section 275(a) of the DGCL, which shall deem the dissolution of the Company advisable and cause to be prepared such notices as are required by Section 275(a) of the DGCL as promptly thereafter as possible. If the Company does not consummate a Business Combination by the Termination Date, the Company shall, with respect to any plan of dissolution and liquidation, cause the Board to convene, adopt a plan of dissolution and liquidation and, within five (5) Business Days of such adoption, prepare and file a proxy statement with the Commission setting out the plan of dissolution and liquidation. If the Company seeks approval from its stockholders to consummate a Business Combination within 90 days of the expiration of 24 months from the Effective Date, the proxy statement related to such Business Combination will also seek stockholder approval for the plan of dissolution and liquidation in the event the stockholders do not approve the Business Combination. If no proxy statement seeking the approval of the stockholders for a Business Combination has been filed within 30 days prior to the date which is 24 months from the Effective Date, the Company shall 42 Maxim Group LLC _________________cause the Board, 2007 Page 43 prior to such date, to convene and adopt a plan of 50dissolution and liquidation and on such date file a proxy statement with the Commission seeking stockholder approval for such plan. Upon liquidation of the Trust Account, the Company will distribute to all holders of IPO Shares an aggregate sum equal to the Company's Liquidation Value. The Company's "

Acquisition/Liquidation Procedures. 7.6.1. 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 applicable state law; and (ii) in the event that the Company does not effect a Business Combination within eighteen (18) months from the consummation of the Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company shall take all action necessary to dissolve the Corporation and liquidate the Trust Account to holders of IPO Shares in the manner described in the Sale Preliminary Prospectus and the Prospectus as soon as reasonably practicable, and after approval of the Company's stockholders and subject to the requirements of the Delaware General Corporation Law (the "DGCL"), including the adoption of a resolution by the BoardCompany's Board of Directors, prior to such Termination Date, pursuant to Section 275(a) of the DGCL, which shall deem the dissolution of the Company advisable and cause to be prepared such notices as are required by Section 275(a) of the DGCL as promptly thereafter as possible. If the Company does not consummate a Business Combination by the Termination Date, the Company shall, with respect to any plan of dissolution and liquidation, cause the Company's Board of Directors to convene, adopt a plan of dissolution and liquidation and, within five (5) Business Days of such adoption, prepare and file a proxy statement with the Commission setting out the plan of dissolution and liquidation. If the Company seeks approval from its stockholders to consummate a Business Combination within 90 days of the expiration of 24 months from the Effective Date, the proxy statement related to such Business Combination will also seek stockholder approval for the plan of dissolution and liquidation in the event the stockholders do not approve the Business Combination. If no proxy statement seeking the approval of the stockholders for a Business Combination has been filed within 30 days prior to the date which is 24 months from the Effective Date, the Company shall 42 Maxim Group LLC _________________cause its Board of Directors, 2007 Page 43 prior to such date, to convene and adopt a plan of 50dissolution and liquidation and on such date file a proxy statement with the Commission seeking stockholder approval for such plan. Upon liquidation of the Trust Account, the Company will distribute to all holders of IPO Shares an aggregate sum equal to the Company's Liquidation Value. The Company's "