Common use of Initial Business Combination Clause in Contracts

Initial Business Combination. The Company will not consummate an initial Business Combination with any entity that is affiliated with the Sponsor or any of the Company’s officers or directors unless it or a committee of independent and disinterested members of its board of directors obtains an opinion from an independent investment banking firm or from an independent accounting firm that commonly renders valuation opinions that such initial Business Combination is fair to the Company from a financial point of view. The Company shall not pay the Sponsor or its affiliates or any of the Company’s officers, directors or any of their respective affiliates any fees or compensation of any kind for services rendered to the Company prior to, or in connection with, the consummation of an initial Business Combination; provided, however, that (x) 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, negotiating and completing an initial Business Combination to the extent that such expenses do not exceed the amount of available proceeds not deposited in the Trust Account, and (ii) may be repaid loans as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (y) an affiliate of the Sponsor may receive up to $10,000 per month pursuant to the Administrative Services Agreement for office space, utilities, administrative and support services provided to the Company, none of which payments described in (x) or (y) will be made from the proceeds held in the Trust Account prior to completion of the initial Business Combination.

Initial Business Combination. The Company will not consummate an initial Business Combination with any entity that is affiliated with the Sponsor or any of the Company’s officers or directors unless it or a committee of independent and disinterested members of its board of directors obtains an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm that commonly renders valuation opinions firm, that such initial Business Combination is fair to the Company from a financial point of view. The Company shall not pay the Sponsor or its affiliates or any of the Company’s officers, directors or any of their respective affiliates any fees or compensation of any kind for services rendered to the Company prior to, or in connection with, the consummation of an initial Business Combination; provided, however, that (x) 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, negotiating and completing an initial Business Combination to the extent that such expenses do not exceed the amount of available proceeds not deposited in the Trust Account, and (ii) may be repaid loans as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (y) an affiliate of the Sponsor may receive up to $10,000 per month pursuant to the Administrative Services Agreement for office space, utilities, administrative and support services provided to the CompanyProspectus, none of which payments described in (x) or (y) will be made from the proceeds held in the Trust Account prior to completion of the initial Business Combination.

Initial Business Combination. The Company will not consummate an initial Business Combination with any entity that is affiliated with the Sponsor or any of the Company’s officers or directors unless it or a committee of independent and disinterested members of its board of directors obtains an opinion from an independent investment banking firm or from an another independent accounting firm entity that commonly renders valuation opinions opinions, that such initial Business Combination is fair to the Company from a financial point of view. The Company shall not pay the Sponsor or its affiliates or any of the Company’s officers, directors or any of their respective affiliates any fees or compensation of any kind for services rendered to the Company prior to, or in connection with, the consummation of an initial Business Combination; provided, however, that (x) 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, negotiating and completing an initial Business Combination to the extent that such expenses do not exceed the amount of available proceeds not deposited in the Trust Account, and (ii) may be repaid loans as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (y) an affiliate of the Sponsor may receive up to $10,000 per month pursuant to the Administrative Services Agreement for office space, utilities, administrative and support services provided to the CompanyProspectus, none of which payments described in (x) or (y) will be made from the proceeds held in the Trust Account prior to completion of the initial Business Combination.

Initial Business Combination. The Company will not consummate an initial Business Combination with any entity that is affiliated with the Sponsor or any of the Company’s officers or directors unless it or a committee of independent and disinterested members of its board of directors obtains an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm that commonly renders valuation opinions firm, that such initial Business Combination is fair to the Company from a financial point of view. The Company shall not pay the Sponsor or its affiliates or any of the Company’s officers, directors or any of their respective affiliates any fees or compensation of any kind for services rendered to the Company prior to, or in connection with, the consummation of an initial Business Combination; provided, however, that (x) 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, negotiating and completing an initial Business Combination to the extent that such expenses do not exceed the amount of available proceeds not deposited in the Trust Account, and (ii) may be repaid loans as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (y) an affiliate of the Sponsor may receive up to $10,000 per month pursuant to the Administrative Services Agreement for office space, utilities, administrative and support services provided to the CompanyProspectus, none of which payments described in (xi) or (yii) will be made from the proceeds held in the Trust Account prior to completion of the initial Business Combination.

Initial Business Combination. The Company will not consummate an initial Business Combination with any entity that is affiliated with the Sponsor or any of the Company’s officers officers, directors or directors their affiliates, unless it 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 from an another independent accounting firm entity that commonly renders valuation opinions opinions, that such initial Business Combination is fair to the Company from a financial point of view. The Company may consummate an initial Business Combination where any of the Company’s officers, directors, insiders or their affiliates acquire a minority interest in the target business alongside such acquisition, provided in each case the Company obtains an opinion from an unaffiliated third party indicating that the price the Company is paying is fair to the shareholders from a financial point of view. The Company shall not pay the Sponsor or its affiliates or any of the Company’s officers, directors or any of their respective affiliates any fees or compensation of any kind for services rendered to the Company prior to, or in connection with, the consummation of an initial Business Combination; provided, however, that (x) 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, negotiating and completing an initial Business Combination to the extent that such expenses do not exceed the amount of available proceeds not deposited in the Trust Account, and (ii) may be repaid loans as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (y) an affiliate of the Sponsor may receive up to $10,000 per month pursuant to the Administrative Services Agreement for office space, utilities, administrative and support services provided to the CompanyProspectus, none of which payments described in (x) or (y) will be made from the proceeds held in the Trust Account prior to completion of the initial Business Combination.

Initial Business Combination. The Company will not consummate an initial Business Combination with any entity that is affiliated with the Sponsor or any of the Company’s officers or directors unless it or a committee of independent and disinterested members of its board of directors, if required by applicable law or based upon the decision of the Company’s board of directors or a committee thereof, obtains an opinion from an independent investment banking firm or from an independent accounting firm that commonly renders valuation opinions firm, that such initial Business Combination is fair to the Company from a financial point of view. The Company shall not pay the Sponsor or its affiliates or any of the Company’s officers, directors or any of their respective affiliates any fees or compensation of any kind for services rendered to the Company prior to, or in connection with, the consummation of an initial Business Combination; provided, however, that (x) 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, negotiating and completing an initial Business Combination to the extent that such expenses do not exceed the amount of available proceeds not deposited in the Trust Account, and (ii) may be repaid loans as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (y) an affiliate of the Sponsor may receive up to $10,000 per month pursuant to the Administrative Services Agreement for office space, utilities, administrative and support services provided to the Company, none of which payments described in (x) or (y) will be made from the proceeds held in the Trust Account prior to completion of the initial Business Combination.

Initial Business Combination. The Company will not consummate an initial Business Combination with any entity that is affiliated with the Sponsor or any of the Company’s officers or directors unless it or a committee of independent and disinterested members of its board of directors obtains an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm that commonly renders valuation opinions firm, that such initial Business Combination is fair to the Company from a financial point of view. The Company shall not pay the Sponsor or its affiliates or any of the Company’s officers, directors or any of their respective affiliates any fees or compensation of any kind for services rendered to the Company prior to, or in connection with, the consummation of an initial Business Combination; provided, however, that (xi) Sponsor and such officers, directors and affiliates (iA) may receive up to $2,000,000 in the aggregate, and reimbursement for out-of-pocket expenses incurred by them them, in connection with activities on the Company’s behalf related to identifying, investigating, negotiating and completing an initial Business Combination to the extent that such expenses do not exceed the amount of available proceeds not deposited in the Trust Account, and (iiB) may be repaid loans as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (yii) Sponsor or an affiliate of the Sponsor may receive up to $10,000 per month pursuant to the Administrative Services Agreement for office space, utilities, administrative and support services provided to the Company, none of which payments described in (xi) or (yii) will be made from the proceeds held in the Trust Account prior to completion of the initial Business Combination.

Initial Business Combination. The Company will not consummate an initial Business Combination with any entity that is affiliated with the Sponsor or any of the Company’s officers or directors unless it or a committee of independent and disinterested members of its board of directors obtains an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm that commonly renders accounting, valuation opinions or appraisal firm, that such initial Business Combination is fair to the Company from a financial point of view. The Company shall not pay the Sponsor or its affiliates or any of the Company’s officers, directors or any of their respective affiliates any fees or compensation of any kind for services rendered to the Company prior to, or in connection with, the consummation of an initial Business Combination; provided, however, that (x) 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, negotiating and completing an initial Business Combination to the extent that such expenses do not exceed the amount of available proceeds not deposited in the Trust AccountCombination, and (ii) may be repaid loans as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (iii) may receive such fees or compensation as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (y) the Sponsor or an affiliate of the Sponsor may receive up to $10,000 per month pursuant to the Administrative Services Agreement for office space, utilities, administrative and support services provided to the Company, none of which payments described in (x) or (y) will be made from the proceeds held in the Trust Account prior to completion of the initial Business Combination.