Business Combination/Distribution Procedure Clause Samples

Business Combination/Distribution Procedure. Prior to the consummation of the initial Business Combination, the Company 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 in the event that the Company does not effect a Business Combination within 18 months from the consummation of this offering (subject to extension for an additional six-month period, as described in the Statutory Prospectus and the Prospectus), the Company will be liquidated and will distribute to all holders of the Common Stock issued as part of the Units in this offering (“IPO Shares”) an aggregate sum equal to the Company’s “Liquidation Value.” The Company’s “Liquidation Value” shall mean the greater of (i) the Company’s book value, as determined by the Company and approved by G▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the independent registered public accounting firm then engaged by the Company or (ii) the amount of funds in the Trust Fund (including (a) the proceeds held in the Trust Fund from this Offering and the Private Placement, (b) the amount held in the Trust Fund representing the Deferred Discount and (c) any interest income earned on the funds held in the Trust Fund, net of taxes payable, that are not released to the Company to cover its operating expenses in accordance with Section 5(r)). Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the initial Business Combination Vote, the Initial Stockholders have agreed to vote all their IPO Shares and any other shares of Common Stock held by them, whenever and however acquired, in accordance with the vote cast by a majority of the shares of Common Stock held by the Public Stockholders (as defined below). At the time the Company seeks approval of the initial Business Combination, the Company will offer to each holder of IPO Shares (the “Public Stockholders”) the right to convert their IPO Shares at a per share conversion price (the “Conversion Price”), calculated as of two business days prior to the consummation of such proposed Business Combination, equal to (A) the amount in the Trust Fund, inclusive of (x) the proceeds from this offering and the Private Placement held in trust, (y) the amount held in the Trust Fund representing the Deferred Disco...