Common use of Business Combinations Clause in Contracts

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 a valuation or appraisal firm, that such initial Business Combination is fair to the Company from a financial point of view, and (ii) such transaction is approved by a majority of the Company’s disinterested and independent directors. No Insider, the Sponsor, any affiliate of the Company’s sponsor or officers shall receive any finder’s fee, consulting fee, monies in respect of any payment of a loan or other compensation prior to, or for any services it renders in order to effectuate, the completion of the Company’s initial Business Combination; provided, however, that such officers, directors and affiliates (i) may receive reimbursement for out-of-pocket expenses incurred by them in connection with activities on the Company’s behalf related to identifying, investigating and completing an initial Business Combination; (ii) may be repaid loans as described in the Registration Statement, the Preliminary Sale Prospectus and the Prospectus; and (iii) may be paid $20,000 per month for office space, administrative and support services pursuant to the Administrative Services Agreement between the Company and an affiliate of the Sponsor, none of which will be made from the proceeds held in the Trust Account prior to completion of the initial Business Combination.

Appears in 9 contracts

Samples: Underwriting Agreement (10X Capital Venture Acquisition Corp. III), Underwriting Agreement (Newcourt Acquisition Corp), Underwriting Agreement (10X Capital Venture Acquisition Corp. II)

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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 a valuation or appraisal firm, that such initial Business Combination is fair to the Company from a financial point of view, and (ii) such transaction is approved by a majority of the Company’s disinterested and independent directors. No Insider, the Sponsor, any affiliate of the Company’s sponsor or officers shall receive any finder’s fee, consulting fee, monies in respect of any payment of a loan or other compensation prior to, or for any services it renders in order to effectuate, the completion of the Company’s initial Business Combination; provided, however, that such officers, directors and affiliates (i) may receive reimbursement for out-of-pocket expenses incurred by them in connection with activities on the Company’s behalf related to identifying, investigating and completing an initial Business Combination; (ii) may be repaid loans as described in the Registration Statement, the Preliminary Sale Prospectus and the Prospectus; and (iii) may be paid $20,000 37,500 per month for office space, administrative and support services pursuant to the Administrative Services Agreement between the Company and an affiliate of the Sponsor, none of which will be made from the proceeds held in the Trust Account prior to completion of the initial Business Combination.

Appears in 2 contracts

Samples: Underwriting Agreement (10X Capital Venture Acquisition Corp. III), Underwriting Agreement (10X Capital Venture Acquisition Corp. III)

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 a valuation or appraisal firm, from an independent accounting firm stating that such initial a Business Combination is fair to the Company from a financial point of view, and (ii) such transaction is approved by a majority of the Company’s disinterested and independent directors. No Insider, the Sponsor, any affiliate of the Company’s sponsor or officers shall receive any finder’s fee, consulting fee, monies in respect of any payment of a loan or other compensation prior to, or for any services it renders in order to effectuate, the completion of the Company’s initial Business Combination; provided, however, that such officers, directors and affiliates (i) may receive reimbursement for out-of-pocket expenses incurred by them in connection with activities on the Company’s behalf related to identifying, investigating and completing an initial Business Combination; (ii) may be repaid loans as described in the Registration Statement, the Preliminary Sale Prospectus and the Prospectus; and (iii) may be paid $20,000 10,000 per month for office space, space and administrative and support services pursuant to the Administrative Services Agreement between the Company and an affiliate of the SponsorAgreement, none of which will be made from the proceeds held in the Trust Account prior to completion of the initial Business Combination.

Appears in 2 contracts

Samples: Underwriting Agreement (GP-Act III Acquisition Corp.), Underwriting Agreement (GP-Act III 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 a another independent entity that commonly renders valuation or appraisal firmopinions, that such initial Business Combination is fair to the Company from a financial point of view, and (ii) such transaction is approved by a majority of the Company’s disinterested and independent directors. No Insider, the Sponsor, any affiliate of the Company’s sponsor or officers shall receive any finder’s fee, consulting fee, monies in respect of any payment of a loan or other compensation prior to, or for any services it renders in order to effectuate, the completion of the Company’s initial Business Combination; provided, however, that such officers, directors and affiliates (i) may receive reimbursement for out-of-pocket expenses incurred by them in connection with activities on the Company’s behalf related to identifying, investigating and completing an initial Business Combination; (ii) may be repaid loans as described in the Registration Statement, the Preliminary Sale Prospectus and the Prospectus; and (iii) may be paid $20,000 10,000 per month for office space, administrative and support services pursuant to the Administrative Services Agreement between the Company and an affiliate of the Sponsor; and (iv) may be paid up to $13,000 per month for services rendered to the Company by members of the Company’s management team, none of which will be made from the proceeds held in the Trust Account prior to completion of the initial Business Combination.

Appears in 2 contracts

Samples: Underwriting Agreement (Rose Hill Acquisition Corp), Underwriting Agreement (Rose Hill Acquisition Corp)

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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 a valuation or appraisal firm, that such initial Business Combination is fair to the Company from a financial point of view, and (ii) such transaction is approved by a majority of the Company’s disinterested and independent directors. No Insider, the Sponsor, any affiliate of the Company’s sponsor or officers shall receive any finder’s fee, consulting fee, monies in respect of any payment of a loan or other compensation prior to, or for any services it renders in order to effectuate, the completion of the Company’s initial Business Combination; provided, however, that such officers, directors and affiliates (i) may receive reimbursement for out-of-pocket expenses incurred by them in connection with activities on the Company’s behalf related to identifying, investigating and completing an initial Business Combination; (ii) may be repaid loans as described in the Registration Statement, the Preliminary Sale Prospectus and the Prospectus; and (iii) may be paid $20,000 10,000 per month for office space, space and administrative and support services pursuant to the Administrative Services Agreement between the Company and an affiliate of the SponsorAgreement, none of which will be made from the proceeds held in the Trust Account prior to completion of the initial Business Combination.

Appears in 1 contract

Samples: Underwriting Agreement (Semper Paratus 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 a valuation or appraisal firm, that such initial Business Combination is fair to the Company from a financial point of view, and (ii) such transaction is approved by a majority of the Company’s disinterested and independent directors. No Insider, the Sponsor, any affiliate of the Company’s sponsor Sponsor or officers shall receive any finder’s fee, consulting fee, monies in respect of any payment of a loan or other compensation prior to, or for any services it renders in order to effectuate, the completion of the Company’s initial Business Combination; provided, however, that such officers, directors and affiliates (i) may receive reimbursement for out-of-pocket expenses incurred by them in connection with activities on the Company’s behalf related to identifying, investigating and completing an initial Business Combination; (ii) may be repaid loans as described in the Registration Statement, the Preliminary Sale Prospectus and the Prospectus; and (iii) may be paid $20,000 10,000 per month for office space, space and administrative and support services pursuant to the Administrative Services Agreement between the Company and an affiliate of the SponsorAgreement, none of which will be made from the proceeds held in the Trust Account prior to completion of the initial Business Combination.

Appears in 1 contract

Samples: Underwriting Agreement (Semper Paratus Acquisition Corp)

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