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
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Samples: Underwriting Agreement (Alpha Security Group CORP), Underwriting Agreement (Alpha Security Group CORP)
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 ’s stockholders for their approval ("BUSINESS COMBINATION VOTE"“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 and the Sponsor 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 ’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.
7.6.2. 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 , 2006 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.
7.6.3. Upon liquidation of the Trust Account, the Company will distribute only to the holders of IPO Shares an aggregate sum equal to the Company’s Liquidation Value, which sum shall be distributed pro rata among the holders of the IPO Shares. The Company’s “Liquidation Value” means: (i) all principal and accrued interest contained within the Trust Account, less any amounts previously distributed to the Company out of the interest earned on the Trust Account pursuant to the terms of the Trust Agreement (after payment of, or provision for, applicable taxes and claims of creditors) plus (ii) all cash and other liquid assets (which shall be reduced to cash as part of the Company’s winding up) then held by the Company outside of the Trust Account, plus (iii) to the extent required, any amounts drawn under the Letter of Credit, all as determined by AST, as trustee of the Trust Account. Only holders of IPO Shares shall be entitled to receive liquidating distributions with respect to the IPO Shares they beneficially own and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company, including the shares of Common Stock included in the Placement Units, underlying the Placement Warrants or underlying the Incentive Warrants.
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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 "LIQUIDATION Value" means the Company's book value, as determined by the Company and audited and approved by GGK. In no event, however, will the Company's Liquidation Value be less than the amount contained in the Trust Account at that time, inclusive of any net interest income thereon less any amounts previously distributed to the Company out of the interest earned on the Trust Account pursuant to the terms of the Trust Agreement (including payment of, or provision for applicable taxes). Only holders of IPO Shares shall be entitled to receive liquidating distributions with respect to the IPO Shares they beneficially own and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company, including the shares of Common Stock underlying the Placement Units, the shares of Common Stock underlying the Placement Warrants or the shares of Common Stock underlying the Incentive Warrants. With respect to any vote for any plan of dissolution and liquidation recommended by the Company's Board of Directors, the Company shall cause all of the Initial Stockholders and the purchasers of the Placement Securities to vote the shares of Common Stock owned by them immediately prior to this Offering and those purchased in the Private Placement in favor of such plan of dissolution and liquidation.
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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 cause the Board, prior to such date, to convene and adopt a plan of dissolution 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 "LIQUIDATION VALUE" means the Company's book value, as determined by the Company and audited and approved by GGK. In no event, however, will the Company's Liquidation Value be less than the amount contained in the Trust Account at that time, inclusive of any net interest income thereon less any amounts previously distributed to the Company out of the interest earned on the Trust Account pursuant to the terms of the Trust Agreement (including payment of, or provision for applicable taxes). Only holders of IPO Shares shall be entitled to receive liquidating distributions with respect to the IPO Shares they beneficially own and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company, including the shares of Common Stock underlying the Placement Units, the shares of Common Stock underlying the Placement Warrants or the shares of Common Stock underlying the Incentive Warrants. With respect to any vote for any plan of dissolution and liquidation recommended by the Board, the Company shall cause all of the Initial Stockholders and the purchasers of the Placement Securities to vote the shares of Common Stock owned by them immediately prior to this Offering and those purchased in the Private Placement in favor of such plan of dissolution and liquidation. Maxim Group LLC _________________, 2007 Page 43 44 of 50
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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 ’s stockholders for their approval , 2006 ("BUSINESS COMBINATION VOTE"“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 and the Sponsor 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 ’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.
7.6.2. 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.
7.6.3. Upon liquidation of the Trust Account, the Company will distribute only to the holders of IPO Shares an aggregate sum equal to the Company’s Liquidation Value, which sum shall be distributed pro rata among the holders of the IPO Shares. The Company’s “Liquidation Value” means: (i) all principal and accrued interest contained within the Trust Account, less any amounts previously distributed to the Company out of the interest earned on the Trust Account pursuant to the terms of the Trust Agreement (after payment of, or provision for, applicable taxes and claims of creditors) plus (ii) all cash and other liquid assets (which shall be reduced to cash as part of the Company’s winding up) then held by the Company outside of the Trust Account, plus (iii) to the extent required, any amounts drawn under the Letter of Credit, all as determined by AST, as trustee of the Trust Account. Only holders of IPO Shares shall be entitled to receive liquidating distributions with respect to the IPO Shares they beneficially own and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company, including the shares of Common Stock included in the Placement Units, underlying the Placement Warrants or underlying the Incentive Warrants. , 2006
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