Common use of Business Combination/Distribution Procedure Clause in Contracts

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 Gxxxxxxx Xxxxxx 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 Discount and (z) 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), divided by (B) the total number of IPO Shares. If a majority of the shares voted by the holders of IPO Shares are voted to approve the initial Business Combination, and if holders of less than 20% in interest of the IPO Shares vote against such approval of a Business Combination and elect to convert their IPO Shares, the Company will proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only Public Stockholders shall be entitled to receive distributions from the Trust Fund in connection with the approval of an initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of a potential Business Combination and elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Business Combination/Distribution Procedure. Prior The Company agrees that: (i) prior to the consummation of the initial Business Combination, the Company 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 18 months from the consummation of this offering the 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 a part of the Units in this offering the 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 Gxxxxxxx Xxxxxx or Xxxxxxxxx Xxxx. In no event, however, will the independent registered public accounting firm then engaged by the Company or (ii) Company’s Liquidation Value be less than the amount of funds in the Trust Fund Account (inclusive of any net interest income thereon not released to the Company, including (a) any net interest income earned on the portion of the proceeds held in the Trust Fund Account representing the Deferred Discount (less applicable taxes), the proceeds held in trust from this the Offering and the Private Placement, (b) Founder Warrants and the amount 2% of the gross proceeds held in the Trust Fund Account 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)Discount). 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 Company shall cause all of the Initial Stockholders have agreed to vote all their IPO Shares and any other the shares of Common Stock held owned by them, whenever them immediately prior to the Offering and however acquired, any IPO Shares acquired in connection with or following the Offering in accordance with the vote cast by of 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 other than the Initial Stockholders (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) (x) the amount in the Trust Fund, inclusive Account (including the portion of (x) the proceeds from this offering and the Private Placement held in trust, (y) the amount held in the Trust Fund Account representing the Deferred Discount and (z) but excluding any portion of the investment banking fee payable to CRT), inclusive of any net 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)thereon less (y) applicable taxes, divided by (B) the total number of IPO Shares. If a majority of the shares voted by the holders of IPO Shares Public Stockholders are voted to approve the initial Business Combination, and if holders of Public Stockholders with less than 20% in interest of the Company’s IPO Shares vote against such approval of a Business Combination and elect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares Public Stockholders who affirmatively requested such conversion and who voted against the Business Combination. Only Public Stockholders shall be entitled to receive distributions from the Trust Fund Account in connection with the approval of an initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of a any potential Business Combination and elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Business Combination/Distribution Procedure. Prior to the consummation of the initial Business Combination, the Company 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 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 “'s "Liquidation Value.” " The Company’s “'s "Liquidation Value” " shall mean the greater of (i) the Company’s book value, as determined by the Company and approved by Gxxxxxxx Xxxxxx 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(r5(u)). 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 Company shall cause 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 of 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 other than the Initial Stockholders (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 Offering and the Private Placement held in trust, (y) the amount held in the Trust Fund representing the Deferred Discount and (z) 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(r5(u), divided by (B) the total number of IPO Shares. If a majority of the shares voted by the holders of IPO Shares are voted to approve the initial Business Combination, and if holders of less than 20% in interest of the IPO Shares vote against such approval of a Business Combination and elect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only Public Stockholders shall be entitled to receive distributions from the Trust Fund in connection with the approval of an initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of a potential Business Combination and elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Business Combination/Distribution Procedure. Prior Subject to Section 6.8, the Company agrees: (i) that, prior to the consummation of the initial Business Combination, the Company it will submit such transaction to the Company’s 's stockholders for their approval (“"Business Combination Vote”") even if the nature of the acquisition Business Combination is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this offering Offering (subject to extension for an additional six6-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 a part of the Units in this offering Offering (“"IPO Shares”") an aggregate sum equal to the Company’s “'s "Liquidation Value.” " The Company’s “'s "Liquidation Value” " shall mean the greater of (i) the Company’s 's book value, as determined by the Company and approved by Gxxxxxxx Xxxxxx or BDO Seidman. In no event, however, will the independent registered public accounting firm then engaged by the Company or (ii) Company's Liquidation Value bx xxxx than the amount of funds in the Trust Fund Account (inclusive of any net interest income thereon not released to the Company, including (a) any net interest income earned on the portion of the proceeds held in the Trust Fund Account Representing the Deferred Discount (less applicable taxes), the proceeds held in trust from this Offering and the Private Placement, (b) D&O Rights Offering and the amount 2.5% of the proceeds held in the Trust Fund Account 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)Discount). 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 Company shall enforce the obligation of all of the Initial Stockholders have agreed to vote all their IPO Shares and any other the shares of Common Stock held owned by them, whenever and however acquired, in accordance with the vote cast by of a majority of the shares of Common Stock held voted 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 other than the Initial Stockholders (the “"Public Stockholders”") the right to convert their IPO Shares at a per share conversion price (the “Conversion Price”)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, Account (inclusive of (x) any net interest income earned thereon not released to the Company, including any net interest income earned on the portion of the proceeds from this offering and the Private Placement held in trustthe Trust Account representing the Deferred Discount, less applicable taxes, (y) the amount proceeds held in trust from this Offering and the D&O Rights Offering and (z) the 2.5% of the proceeds held in the Trust Fund Account representing the Deferred Discount and (zDiscount) 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), divided by (B) the total number of IPO SharesShares then outstanding (the "Conversion Price"). If a majority of the shares voted by the holders of IPO Shares Public Stockholders are voted to approve the initial Business Combination, and if holders of Public Stockholders with less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination and elect to convert their IPO Shares, the Company will proceed with such Business Combination. If the Company elects to so proceedconsummates such Business Combination, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares Public Stockholders who affirmatively requested such conversion and who voted against the Business Combination. Only Public Stockholders shall be entitled to receive distributions from the Trust Fund Account in connection with the approval of an initial Business Combination, and the Company shall pay no distributions with respect to any other holders or any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of a any potential Business Combination and elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares. The Company shall not subject any potential Business Combination to a Business Combination Vote unless such transaction is structured so that the Business Combination, if approved in accordance with this section 6.6, shall proceed and may be consummated even if the maximum number of IPO Shares that Public Stockholders could elect to convert to cash in connection with the Business Combination Vote are in fact converted to cash.

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 Gxxxxxxx Xxxxxx 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 Discount and (z) 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), divided by (B) the total number of IPO Shares. If a majority of the shares voted by the holders of IPO Shares are voted to approve the initial Business Combination, and if holders of less than 2030% in interest of the IPO Shares vote against such approval of a Business Combination and elect to convert their IPO Shares, the Company will proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only Public Stockholders shall be entitled to receive distributions from the Trust Fund in connection with the approval of an initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company. If holders of 2030% or more in interest of the IPO Shares vote against approval of a potential Business Combination and elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Business Combination/Distribution Procedure. Prior The Company agrees that: (i) prior to the consummation of the initial Business Combination, the Company 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 18 months from the consummation of this offering the 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 a part of the Units in this offering the 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 Gxxxxxxx Xxxxxx or Xxxxxxxxx Xxxx. In no event, however, will the independent registered public accounting firm then engaged by the Company or (ii) Company’s Liquidation Value be less than the amount of funds in the Trust Fund Account (inclusive of any net interest income thereon not released to the Company, including (a) any net interest income earned on the portion of the proceeds held in the Trust Fund Account representing the Deferred Discount (less applicable taxes), the proceeds held in trust from this the Offering and the Private Placement, (b) Founder Warrants and the amount 4.0% of the gross proceeds held in the Trust Fund Account 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)Discount). 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 Company shall cause all of the Initial Stockholders have agreed to vote all their IPO Shares and any other the shares of Common Stock held owned by them, whenever them immediately prior to the Offering and however acquired, any IPO Shares acquired in connection with or following the Offering in accordance with the vote cast by of 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 other than the Initial Stockholders (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) (x) the amount in the Trust Fund, inclusive Account (including the portion of (x) the proceeds from this offering and the Private Placement held in trust, (y) the amount held in the Trust Fund Account representing the Deferred Discount and (z) Discount), inclusive of any net 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)thereon less (y) applicable taxes, divided by (B) the total number of IPO Shares. If a majority of the shares voted by the holders of IPO Shares Public Stockholders are voted to approve the initial Business Combination, and if holders of Public Stockholders with less than 2040% in interest of the Company’s IPO Shares vote against such approval of a Business Combination and elect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares Public Stockholders who affirmatively requested such conversion and who voted against the Business Combination. Only Public Stockholders shall be entitled to receive distributions from the Trust Fund Account in connection with the approval of an initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company. If holders of 2040% or more in interest of the IPO Shares vote against approval of a any potential Business Combination and elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.