Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 331 contracts
Samples: Underwriting Agreement (Black Spade Acquisition II Co), Underwriting Agreement (CO2 Energy Transition Corp.), Underwriting Agreement (FG Merger II Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider Initial Stockholder unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company's stockholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 115 contracts
Samples: Underwriting Agreement (Restaurant Acquisition Partners, Inc.), Underwriting Agreement (Restaurant Acquisition Partners, Inc.), Underwriting Agreement (Restaurant Acquisition Partners, Inc.)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 110 contracts
Samples: Underwriting Agreement (Cayson Acquisition Corp), Underwriting Agreement (Tavia Acquisition Corp.), Underwriting Agreement (Calisa Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider Initial Stockholder unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s stockholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 99 contracts
Samples: Underwriting Agreement (Symphony Acquisition Corp.), Underwriting Agreement (New Asia Partners China I Corp), Underwriting Agreement (Oakmont Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless Respondent unless, in each case, (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly regularly renders valuation fairness opinions on the type of target business the Company is seeking to acquire that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 26 contracts
Samples: Services Agreement (RF Acquisition Corp.), Services Agreement (RF Acquisition Corp.), Services Agreement (RF Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with the Sponsor or any Insider of the Company’s officers and directors unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions stating that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 26 contracts
Samples: Underwriting Agreement (Fortune Joy International Acquisition Corp), Underwriting Agreement (Fortune Joy International Acquisition Corp), Underwriting Agreement (Fortune Joy International Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm that is a member of FINRA, or another from an independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 24 contracts
Samples: Underwriting Agreement (Cartesian Growth Corp II), Underwriting Agreement (HCM Acquisition Corp), Underwriting Agreement (Cartesian Growth Corp II)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm which is a member of FINRA or another independent entity a valuation or appraisal firm stating that commonly renders valuation opinions that the such an initial Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 20 contracts
Samples: Underwriting Agreement (Atlantic Coastal Acquisition Corp. II), Underwriting Agreement (Atlantic Coastal Acquisition Corp. II), Underwriting Agreement (Atlantic Coastal Acquisition Corp. II)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless Respondent unless, in each case, (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation fairness opinions on the type of target business the Company is seeking to acquire that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 18 contracts
Samples: Underwriting Agreement (GigCapital7 Corp.), Underwriting Agreement (GigCapital7 Corp.), Underwriting Agreement (GigCapital5, Inc.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (ia) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (iib) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 18 contracts
Samples: Underwriting Agreement (IB Acquisition Corp.), Underwriting Agreement (IB Acquisition Corp.), Underwriting Agreement (IB Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider the Sponsor or an officer or director of the Company unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that stating the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 16 contracts
Samples: Underwriting Agreement (YHN Acquisition I LTD), Underwriting Agreement (YHN Acquisition I LTD), Underwriting Agreement (YHN Acquisition I LTD)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider the Sponsor or an officer or director of the Company unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that stating the Business Combination is fair to the Company Company’s stockholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 14 contracts
Samples: Warrant Agreement (Atlas Growth Acquisition LTD), Warrant Agreement (Atlas Growth Acquisition LTD), Underwriting Agreement (Mana Capital Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with the Sponsor or any Insider of the Company’s officers and directors unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions stating that the Business Combination is fair to the Company Company’s stockholder from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 13 contracts
Samples: Underwriting Agreement (99 Acquisition Group Inc.), Underwriting Agreement (99 Acquisition Group Inc.), Warrant Agreement (Biotech Group Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider of its officers, directors or Initial Shareholders unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that stating the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 12 contracts
Samples: Underwriting Agreement (Zi Toprun Acquisition Corp.), Underwriting Agreement (Zi Toprun Acquisition Corp.), Underwriting Agreement (Zi Toprun Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider the Initial Shareholders or an officer or director of the Company unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions that stating the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 11 contracts
Samples: Underwriting Agreement (Gardiner Healthcare Acquisitions Corp.), Underwriting Agreement (Gardiner Healthcare Acquisitions Corp.), Underwriting Agreement (Gardiner Healthcare Acquisitions Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with the Sponsor or any Insider of the Company’s officers and directors unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions that stating the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 11 contracts
Samples: Underwriting Agreement (AXIOS Sustainable Growth Acquisition Corp), Underwriting Agreement (AXIOS Sustainable Growth Acquisition Corp), Underwriting Agreement (Edoc Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider Company Affiliate unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionview.
Appears in 8 contracts
Samples: Underwriting Agreement (Andina Acquisition Corp. II), Underwriting Agreement (Andina Acquisition Corp. II), Underwriting Agreement (Andina Acquisition Corp. II)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless (i) in each case the Company obtains an opinion from an independent investment banking firm firm, or another independent entity that commonly renders valuation opinions on the type of Target Business the Company is seeking to acquire, that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 8 contracts
Samples: Underwriting Agreement (HL Acquisitions Corp.), Underwriting Agreement (HL Acquisitions Corp.), Underwriting Agreement (PENSARE ACQUISITION Corp)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless Respondent unless, in each case, (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation fairness opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 8 contracts
Samples: Underwriting Agreement (Novus Capital Corp), Underwriting Agreement (Novus Capital Corp), Underwriting Agreement (Novus Capital Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider Initial Shareholder unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions that stating the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 8 contracts
Samples: Underwriting Agreement (Chardan Healthcare Acquisition 2 Corp.), Underwriting Agreement (Chardan Healthcare Acquisition 2 Corp.), Underwriting Agreement (LifeSci Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider Respondent unless (i) in each case the Company obtains an opinion from an independent investment banking firm firm, or another independent entity that commonly renders valuation opinions on the type of Target Business the Company is seeking to acquire, that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 7 contracts
Samples: Underwriting Agreement (Opes Acquisition Corp.), Underwriting Agreement (Opes Acquisition Corp.), Services Agreement (Union Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm that is a member of FINRA, or another from an independent entity that commonly renders valuation opinions accounting firm, that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 6 contracts
Samples: Underwriting Agreement (ITHAX Acquisition Corp.), Underwriting Agreement (ITHAX Acquisition Corp.), Underwriting Agreement (Sarissa Capital Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company or a committee of independent and disinterested members of its board of directors obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 5 contracts
Samples: Underwriting Agreement (Andretti Acquisition Corp. II), Underwriting Agreement (Andretti Acquisition Corp. II), Underwriting Agreement (EQV Ventures Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm firm, or another independent entity valuation or appraisal firm that commonly renders valuation opinions fairness opinions, that the Business Combination is fair to the Company Company’s stockholders from a financial point of view perspective and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 5 contracts
Samples: Underwriting Agreement (Union Acquisition Corp. II), Underwriting Agreement (Pivotal Investment Corp II), Underwriting Agreement (Pivotal Investment Corp II)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider Insider, officer or director unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 5 contracts
Samples: Underwriting Agreement (Quartet Merger Corp.), Underwriting Agreement (Quartet Merger Corp.), Underwriting Agreement (Quartet Merger Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair with respect to the Company from a financial point satisfaction of view such criteria and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 5 contracts
Samples: Underwriting Agreement (Papaya Growth Opportunity Corp. I), Underwriting Agreement (Papaya Growth Opportunity Corp. I), Underwriting Agreement (Papaya Growth Opportunity Corp. I)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider Company Affiliate unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 5 contracts
Samples: Underwriting Agreement (Western Acquisition Ventures Corp.), Underwriting Agreement (Western Acquisition Ventures Corp.), Underwriting Agreement (Western Acquisition Ventures Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another a qualified independent entity accounting firm that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 5 contracts
Samples: Underwriting Agreement (Global Consumer Acquisition Corp), Underwriting Agreement (Global Consumer Acquisition Corp), Underwriting Agreement (Global Consumer Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of the independent directors of the Company, obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionview.
Appears in 5 contracts
Samples: Underwriting Agreement (Aetherium Acquisition Corp), Underwriting Agreement (Aetherium Acquisition Corp), Underwriting Agreement (Aetherium Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm which is a member of FINRA or another from an independent entity accounting firm stating that commonly renders valuation opinions that the such a Business Combination is fair to the Company from a financial point of view view, and (ii) such transaction is approved by a majority of the Company’s disinterested and independent directors (if there are any) approve such transactiondirectors.
Appears in 5 contracts
Samples: Underwriting Agreement (Launch Two Acquisition Corp.), Underwriting Agreement (Launch One Acquisition Corp.), Underwriting Agreement (Launch One Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm which is a member of FINRA or another independent entity a valuation or appraisal firm stating that commonly renders valuation opinions that the such an initial Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 5 contracts
Samples: Underwriting Agreement (M3-Brigade Acquisition III Corp.), Underwriting Agreement (M3-Brigade Acquisition II Corp.), Underwriting Agreement (Arrowroot Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 5 contracts
Samples: Underwriting Agreement (Pacific Special Acquisition Corp.), Underwriting Agreement (Pacific Special Acquisition Corp.), Underwriting Agreement (DT Asia Investments LTD)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with the Sponsor or any Insider of the Company’s officers and directors unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions stating that the Business Combination is fair to the Company Company’s shareholder from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 4 contracts
Samples: Underwriting Agreement (Denali Capital Acquisition Corp.), Underwriting Agreement (Denali Capital Acquisition Corp.), Underwriting Agreement (Denali Capital Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm which is a member of FINRA or another independent entity that commonly renders a valuation opinions or appraisal firm stating that the Business Combination consideration to be paid by the Company in such an initial business combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 4 contracts
Samples: Warrant Agreement (Spark I Acquisition Corp), Warrant Agreement (Spark I Acquisition Corp), Warrant Agreement (Inflection Point Acquisition Corp. II)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions stating that the such an initial Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 4 contracts
Samples: Underwriting Agreement (SIM Acquisition Corp. I), Underwriting Agreement (SIM Acquisition Corp. I), Underwriting Agreement (Centurion Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider the Initial Stockholders or an officer or director of the Company unless (i) the Company obtains an opinion from opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions for the type of company the Company is seeking to acquire or an independent accounting firm that the Company’s Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionview.
Appears in 4 contracts
Samples: Underwriting Agreement (Arisz Acquisition Corp.), Underwriting Agreement (Arisz Acquisition Corp.), Underwriting Agreement (Blockchain Moon Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider Company Affiliate unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions reasonably acceptable to the Underwriter that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.perspective. EarlyBirdCapital, Inc. ____________, 2011
Appears in 4 contracts
Samples: Underwriting Agreement (China VantagePoint Acquisition Co), Underwriting Agreement (China VantagePoint Acquisition Co), Underwriting Agreement (China VantagePoint Acquisition Co)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider Company Affiliate unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions reasonably acceptable to the Representative that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 4 contracts
Samples: Underwriting Agreement (Universal Business Payment Solutions Acquisition Corp), Underwriting Agreement (Trio Merger Corp.), Underwriting Agreement (Universal Business Payment Solutions Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions reasonably acceptable to the Representative that the Business Combination is fair to the Company Company’s stockholders from a financial point of view perspective and (ii) such transaction is approved by a majority of the Company’s disinterested independent directors. No Insider or any affiliate of an Insider shall receive any fees of any type (other than reimbursement of ordinary and independent directors (if there are anycustomary expenses incurred on behalf of the Company) approve such transactionin connection with any Business Combination.
Appears in 4 contracts
Samples: Underwriting Agreement (Harmony Merger Corp.), Underwriting Agreement (Harmony Merger Corp.), Underwriting Agreement (Harmony Merger Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider the Initial Stockholders or an officer or director of the Company unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions that stating the Business Combination is fair to the Company Company’s stockholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 4 contracts
Samples: Underwriting Agreement (Chardan Nextech Acquisition Corp.), Underwriting Agreement (Monterey Bio Acquisition Corp), Underwriting Agreement (Monterey Bio Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company and its stockholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 4 contracts
Samples: Underwriting Agreement (Sanaby Health Acquisition Corp. I), Underwriting Agreement (Sanaby Health Acquisition Corp. I), Underwriting Agreement (EG Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions stating that the consideration to by paid by the Company in such an initial Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 3 contracts
Samples: Underwriting Agreement (HCM II Acquisition Corp.), Underwriting Agreement (HCM II Acquisition Corp.), Underwriting Agreement (HCM II Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm, or from an independent accounting firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 3 contracts
Samples: Underwriting Agreement (Dynamix Corp), Underwriting Agreement (Melar Acquisition Corp. I/Cayman), Underwriting Agreement (Melar Acquisition Corp. I/Cayman)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions reasonably acceptable to the Underwriter that the Business Combination is fair to the Company Company’s shareholders from a financial point perspective. No Insider or any affiliate of view an Insider shall receive any fees of any type (other than reimbursement of ordinary and (ii) a majority customary expenses incurred on behalf of the Company’s disinterested and independent directors (if there are any) approve such transactionin connection with any Business Combination.
Appears in 3 contracts
Samples: Underwriting Agreement (E-Compass Acquisition Corp.), Underwriting Agreement (E-Compass Acquisition Corp.), Underwriting Agreement (Collabrium Japan Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider of its officers, directors or Initial Stockholders unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that stating the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 3 contracts
Samples: Underwriting Agreement (Arogo Capital Acquisition Corp.), Underwriting Agreement (Arogo Capital Acquisition Corp.), Underwriting Agreement (Arogo Capital Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with the Sponsors or any Insider of the Company’s officers and directors unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions stating that the Business Combination is fair to the Company Company’s stockholder from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 3 contracts
Samples: Underwriting Agreement (Prime Number Acquisition I Corp.), Underwriting Agreement (Prime Number Acquisition I Corp.), Underwriting Agreement (Prime Number Acquisition I Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s stockholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 3 contracts
Samples: Underwriting Agreement (China Evergreen Acquisition Corp.), Underwriting Agreement (Lumax Acquisition Corp.), Underwriting Agreement (Lumax Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm which is a member of FINRA or another from an independent entity accounting firm stating that commonly renders valuation opinions that the such an initial Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 3 contracts
Samples: Underwriting Agreement (Virtuoso Acquisition Corp. 2), Underwriting Agreement (DTRT Health Acquisition Corp.), Underwriting Agreement (DTRT Health Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions for the type of company the Company is seeking to acquire or an independent accounting firm that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 3 contracts
Samples: Underwriting Agreement (StoneBridge Acquisition Corp.), Underwriting Agreement (StoneBridge Acquisition Corp.), Underwriting Agreement (StoneBridge Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with the Sponsor or any Insider officer or director or their respective affiliates (each an “Insider”) unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 3 contracts
Samples: Underwriting Agreement (CB Pharma Acquisition Corp.), Underwriting Agreement (CB Pharma Acquisition Corp.), Underwriting Agreement (CB Pharma Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another a qualified independent entity that commonly renders valuation opinions accounting firm that the Business Combination is fair to the Company Company’s unaffiliated stockholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 3 contracts
Samples: Underwriting Agreement (KLR Energy Acquisition Corp.), Underwriting Agreement (KLR Energy Acquisition Corp.), Underwriting Agreement (KLR Energy Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm which is a member of FINRA or another independent entity that commonly renders a valuation opinions or appraisal firm stating that the consideration to be paid by the Company in such initial Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 3 contracts
Samples: Underwriting Agreement (M3-Brigade Acquisition v Corp.), Underwriting Agreement (M3-Brigade Acquisition v Corp.), Underwriting Agreement (M3-Brigade Acquisition v Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions on the type of company the Company is seeking to acquire or from an independent accounting firm that the Business Combination is fair to the Company Company’s stockholders from a financial point perspective. No Insider or any affiliate of view an Insider shall receive any fees of any type (other than reimbursement of ordinary and (ii) a majority customary expenses incurred on behalf of the Company’s disinterested and independent directors (if there are any) approve such transactionin connection with any Business Combination.
Appears in 3 contracts
Samples: Underwriting Agreement (Haymaker Acquisition Corp.), Underwriting Agreement (Haymaker Acquisition Corp.), Underwriting Agreement (Haymaker Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionview.
Appears in 3 contracts
Samples: Underwriting Agreement (Black Mountain Acquisition Corp.), Agreement (Adit EdTech Acquisition Corp.), Underwriting Agreement (Adit EdTech Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions stating that the such an initial Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 3 contracts
Samples: Underwriting Agreement (Voyager Acquisition Corp./Cayman Islands), Underwriting Agreement (Voyager Acquisition Corp./Cayman Islands), Underwriting Agreement (Voyager Acquisition Corp./Cayman Islands)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm firm, or another from an independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Samples: Underwriting Agreement (Alchemy Investments Acquisition Corp 1), Underwriting Agreement (Alchemy Investments Acquisition Corp 1)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s shareholders from a financial point of view perspective and (ii) such transaction is approved by a majority of the Company’s disinterested and independent directors (if there are anythe Company has any at that time). No Insider or any affiliate of an Insider shall receive any fees of any type (other than reimbursement of ordinary and customary expenses incurred on behalf of the Company) approve such transactionin connection with any Business Combination.
Appears in 2 contracts
Samples: Underwriting Agreement (Electrum Special Acquisition Corp), Underwriting Agreement (Electrum Special Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm which is a member of FINRA or another independent entity a valuation or appraisal firm stating that commonly renders valuation opinions that the such an initial Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s 's disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Samples: Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I), Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless Respondent unless, in each case, (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly regularly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Samples: Underwriting Agreement (Property Solutions Acquisition Corp.), Underwriting Agreement (Property Solutions Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider of its officers, directors or Initial Shareholders unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions that or an independent accounting firm to determine the fair market value of the target business or businesses stating the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 2 contracts
Samples: Underwriting Agreement (JVSPAC Acquisition Corp.), Underwriting Agreement (JVSPAC Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider the Initial Shareholders or an officer or director of the Company unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions for the type of company the Company is seeking to acquire or an independent accounting firm that the Company’s Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionunaffiliated shareholders.
Appears in 2 contracts
Samples: Underwriting Agreement (Bayview Acquisition Corp), Underwriting Agreement (Bayview Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination such initial business combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Samples: Underwriting Agreement (Blockchain Coinvestors Acquisition Corp. I), Underwriting Agreement (Blockchain Coinvestors Acquisition Corp. I)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider Initial Shareholder, officer or director unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions that opinions, or an independent accounting firm stating the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 2 contracts
Samples: Underwriting Agreement (Megalith Financial Acquisition Corp), Underwriting Agreement (Megalith Financial Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions on the type of Target Business the Company is seeking to acquire that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Samples: Underwriting Agreement (Bison Capital Acquisition Corp.), Underwriting Agreement (Bison Capital Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider Insider, officer or director unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions reasonably acceptable to the Representative that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Samples: Underwriting Agreement (Cambridge Capital Acquisition Corp), Underwriting Agreement (Cambridge Capital Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider the Initial Stockholders or an officer or director of the Company unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions that or an independent accounting firm to determine the fair market value of the target business or businesses for the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionCombination.
Appears in 2 contracts
Samples: Underwriting Agreement (Yotta Acquisition Corp), Underwriting Agreement (Yotta Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm that is a FINRA member, or another from an independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Samples: Underwriting Agreement (Chenghe Acquisition II Co.), Underwriting Agreement (Chenghe Acquisition II Co.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider of its officers, directors or Initial Stockholders unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that stating the Business Combination is fair to the Company from a financial point of view perspective and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Samples: Underwriting Agreement (Vision Sensing Acquisition Corp.), Vision Sensing Acquisition Corp.
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Samples: Underwriting Agreement (Forum Merger Corp), Underwriting Agreement (Forum Merger Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with the Sponsor or any Insider of the Company’s officers and directors unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions that stating the Business Combination is fair to the Company Company’s stockholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 2 contracts
Samples: Underwriting Agreement (Deep Medicine Acquisition Corp.), Underwriting Agreement (Deep Medicine Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another a qualified independent entity accounting firm that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionview.
Appears in 2 contracts
Samples: Underwriting Agreement (Namaste World Acquisition Corp), Underwriting Agreement (Namaste World Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider Initial Stockholder or an officer or director of the Company unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions for the type of company the Company is seeking to acquire or an independent accounting firm that the Company’s Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionview.
Appears in 2 contracts
Samples: Underwriting Agreement (Redwoods Acquisition Corp.), Underwriting Agreement (Redwoods Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent directors, obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions stating that the such an initial Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Samples: Underwriting Agreement (Graf Global Corp.), Underwriting Agreement (Graf Global Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider the Initial Stockholders or an officer or director of the Company unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions for the type of company the Company is seeking to acquire or an independent accounting firm that the Company’s Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionview.
Appears in 2 contracts
Samples: Underwriting Agreement (Globalink Investment Inc.), Underwriting Agreement (Globalink Investment Inc.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (iii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Samples: Underwriting Agreement (SHUAA Partners Acquisition Corp I), Warrant Agreement (SHUAA Partners Acquisition Corp I)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider Initial Shareholder, officer or director unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions that stating the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 2 contracts
Samples: Underwriting Agreement (Globis Acquisition Corp.), Underwriting Agreement (Globis Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm that is a member of FINRA or another from an independent entity accounting firm that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Samples: Underwriting Agreement (Orion Biotech Opportunities Corp.), Underwriting Agreement (Orion Biotech Opportunities Corp.)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider Respondent unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly regularly renders valuation fairness opinions on the type of target business the Company is seeking to acquire that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Samples: Underwriting Agreement (Big Rock Partners Acquisition Corp.), Underwriting Agreement (Big Rock Partners Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with the Sponsor or any Insider officer or director (each an “Insider”) unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Samples: Underwriting Agreement (1347 Capital Corp), Underwriting Agreement (1347 Capital Corp)
Business Combinations. The Company will not consummate a an initial Business Combination with any entity that which is affiliated with any Insider the Initial Shareholders or an officer or director of the Company unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions that stating the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 2 contracts
Samples: Underwriting Agreement (WinVest Acquisition Corp.), Underwriting Agreement (WinVest Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Samples: Underwriting Agreement (Love & Health LTD), Underwriting Agreement (Love & Health LTD)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with the Initial Shareholders or any Insider officer or director or their respective affiliates (each an “Insider”) unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Samples: Underwriting Agreement (Arowana Inc.), Underwriting Agreement (Arowana Inc.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider Company Affiliate unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions reasonably acceptable to the Underwriter that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 2 contracts
Samples: Underwriting Agreement (China VantagePoint Acquisition Co), Underwriting Agreement (China VantagePoint Acquisition Co)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider of the Sponsors or any officer or director or their respective affiliates (each an “Insider”) unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Samples: Underwriting Agreement (Barington/Hilco Acquisition Corp.), Underwriting Agreement (Barington/Hilco Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions opinions, that the such initial Business Combination is fair to the Company from a financial point of view view, and (ii) such transaction is approved by a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction).
Appears in 2 contracts
Samples: Underwriting Agreement (Endeavor Acquisition Corp.), Underwriting Agreement (BioPlus Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent directors, obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Samples: Underwriting Agreement (Colombier Acquisition Corp. Ii), Underwriting Agreement (Colombier Acquisition Corp. Ii)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions reasonably acceptable to the Representative that the Business Combination is fair to the Company Company’s stockholders from a financial point perspective. No Insider or any affiliate of view an Insider shall receive any fees of any type (other than reimbursement of ordinary and (ii) a majority customary expenses incurred on behalf of the Company’s disinterested and independent directors (if there are any) approve such transactionin connection with any Business Combination.
Appears in 2 contracts
Samples: Underwriting Agreement (Quinpario Acquisition Corp.), Underwriting Agreement (Quinpario Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless Respondent unless, in each case, (i) the Company or a committee of the Company’s independent directors obtains an opinion from an independent investment banking firm or another independent entity valuation or appraisal firm that commonly regularly renders valuation fairness opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Samples: Underwriting Agreement (Graf Industrial Corp.), Underwriting Agreement (Graf Industrial Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) unless the Company Company, or a committee of its independent directors, obtains an opinion from an independent investment banking firm which is a member of FINRA or another an independent entity accounting firm stating that commonly renders valuation opinions that the such an initial Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Samples: Underwriting Agreement (Intelligent Medicine Acquisition Corp.), Underwriting Agreement (Intelligent Medicine Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.. EarlyBirdCapital, Inc. February 3, 2021
Appears in 1 contract
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless the Company (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions on the type of company the Company is seeking to acquire or from an independent accounting firm that the Business Combination is fair to the Company Company’s stockholders from a financial point of view perspective and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 1 contract
Samples: Underwriting Agreement (Longevity Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.. EarlyBirdCapital, Inc. March 3, 2021
Appears in 1 contract
Samples: Underwriting Agreement (Property Solutions Acquisition Corp. II)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm firm, or another independent entity valuation or appraisal firm that commonly renders valuation opinions fairness opinions, that the Business Combination is fair to the Company Company’s shareholders from a financial point of view perspective and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 1 contract
Samples: Underwriting Agreement (Union Acquisition Corp. II)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with the Co-Sponsors or any Insider of the Company’s officers and directors unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions that stating the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 1 contract
Samples: Underwriting Agreement (Financial Strategies Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless the Company (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions on the type of company the Company is seeking to acquire or from an independent accounting firm that the Business Combination is fair to the Company Company’s shareholders from a financial point of view perspective and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 1 contract
Samples: Underwriting Agreement (Longevity Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider the Initial Stockholder or an officer or director of the Company unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions for the type of company the Company is seeking to acquire or an independent accounting firm that the Company’s Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionview.
Appears in 1 contract
Samples: Underwriting Agreement (Bellevue Life Sciences Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm which is a member of FINRA or another an independent entity that commonly renders valuation opinions stating that the such an initial Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 1 contract
Samples: Underwriting Agreement (Cohen Circle Acquisition Corp. I)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.. 22 EarlyBirdCapital, Inc. __________, 2021
Appears in 1 contract
Samples: Underwriting Agreement (Property Solutions Acquisition Corp. II)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.. Moelis & Company LLC Xxxxxxxxxxx & Co. Inc. October 28, 2021
Appears in 1 contract
Samples: Underwriting Agreement (Cactus Acquisition Corp. 1 LTD)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that opimonstlt the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 1 contract
Samples: Underwriting Agreement (Industrial Human Capital, Inc.)
