Common use of No Business Combination with Affiliates Clause in Contracts

No Business Combination with Affiliates. The Company will not consummate a Business Combination with any entity that is affiliated with the Sponsor or any of the Company’s officers or directors unless it obtains an opinion from an independent investment banking firm which is a member of FINRA or another independent valuation or appraisal firm that regularly renders fairness opinions that such 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 for services rendered to the Company prior to, or in connection with, the consummation of a 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 identifying, investigating, negotiating and completing a Business Combination to the extent that such expenses do not exceed the amount of available proceeds not deposited in the Trust Account; (ii) may be repaid loans as described in the Registration Statement, the General Disclosure Package and the Prospectus and (iii) may be paid $10,000 per month under the Administrative Support Agreement.

Appears in 3 contracts

Samples: Underwriting Agreement (Jackson Acquisition Co), Underwriting Agreement (Jackson Acquisition Co), Underwriting Agreement (Jackson Acquisition Co)

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No Business Combination with Affiliates. The Company will not consummate a Business Combination with any entity that is affiliated with the Sponsor or any of the Company’s officers or directors unless it obtains an opinion from an independent investment banking firm which is a member of FINRA or another independent entity that commonly renders valuation or appraisal firm that regularly renders fairness opinions that such Business Combination is fair to the Company Company’s shareholders from a financial point of view. The Company shall not pay the Sponsor or its affiliates or any of the Company’s officers, officers or directors or any of their respective affiliates any fees or compensation for services rendered to the Company prior to, or in connection with, the consummation of a 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 identifying, investigating, negotiating and completing a 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 General Disclosure Package and the Prospectus and (iii) may be paid $10,000 per month under the Administrative Support Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Everest Consolidator Acquisition Corp), Underwriting Agreement (Everest Consolidator Acquisition Corp)

No Business Combination with Affiliates. The Company will not consummate a Business Combination with any entity that is affiliated with the Sponsor or any of the Company’s officers or directors unless it obtains an opinion from an independent investment banking firm which that is a member of FINRA or another independent entity that commonly renders valuation or appraisal firm that regularly renders fairness opinions that such 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 for services rendered to the Company prior to, or in connection with, the consummation of a 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 identifying, investigating, negotiating and completing a Business Combination to the extent that such expenses do not exceed the amount of available proceeds not deposited in the Trust Account; , (ii) may be repaid loans as described in the Registration Statement, the General Disclosure Package and the Prospectus and (iii) may be paid $10,000 15,000 per month under the Administrative Support Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Banner Acquisition Corp.), Underwriting Agreement (Banner Acquisition Corp.)

No Business Combination with Affiliates. The Company will not consummate a Business Combination with any entity that is affiliated with the Sponsor or any of the Company’s officers or directors unless it obtains an opinion from an independent investment banking firm which is a member of FINRA FINRA, or another from an independent valuation or appraisal firm that regularly renders fairness opinions accounting firm, that such Business Combination is fair to the Company from a financial point of view. The Other than as set forth in this subsection, 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 for services rendered to the Company prior to, or in connection with, the consummation of a Business Combination; provided, provided however, that such officers, directors and affiliates (i) may receive reimbursement for out-of-pocket expenses incurred by them in connection with identifying, investigating, negotiating and completing a Business Combination activities on the Company’s behalf to the extent that such expenses do not exceed the amount of available proceeds not deposited in the Trust Account; (ii) may be repaid loans as described in the Registration Statement, the General Disclosure Package and the Prospectus ; and (iii) may be paid $10,000 15,000 per month under for office space, utilities, secretarial support and administrative services pursuant to the Administrative Support Services Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Forum Merger II Corp), Underwriting Agreement (Forum Merger II Corp)

No Business Combination with Affiliates. The Company will not consummate a Business Combination with any entity that is affiliated with the Sponsor or any of the Company’s officers or directors unless it obtains an opinion from an independent investment banking firm which that is a member of FINRA or another independent entity that commonly renders valuation or appraisal firm that regularly renders fairness opinions that such Business Combination is fair to the Company Company’s shareholders from a financial point of view. The Company shall not pay the Sponsor or its affiliates or any of the Company’s officers, officers or directors or any of their respective affiliates any fees or compensation for services rendered to the Company prior to, or in connection with, the consummation of a 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 identifying, investigating, negotiating and completing a Business Combination to the extent that such expenses do not exceed the amount of available proceeds not deposited in the Trust Account; , (ii) may be repaid loans as described in the Registration Statement, the General Disclosure Package and the Prospectus and (iii) may be paid $10,000 per month under the Administrative Support Services Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Worldwide Webb Acquisition Corp.), Underwriting Agreement (Worldwide Webb Acquisition Corp.)

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No Business Combination with Affiliates. The Company will not consummate a Business Combination with any entity that is affiliated with the Sponsor or any of the Company’s officers or directors unless it obtains an opinion from an independent investment banking firm which is a member of FINRA or another independent entity that commonly renders valuation or appraisal firm that regularly renders fairness opinions that such Business Combination is fair to the Company Company’s stockholders from a financial point of view. The Company shall not pay the Sponsor or its affiliates or any of the Company’s officers, officers or directors or any of their respective affiliates any fees or compensation for services rendered to the Company prior to, or in connection with, the consummation of a 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 identifying, investigating, negotiating and completing a Business Combination to the extent that such expenses do not exceed the amount of available proceeds not deposited in the Trust Account; , (ii) may be repaid loans as described in the Registration Statement, the General Disclosure Package and the Prospectus and (iii) may be paid $10,000 per month under the Administrative Support Services Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Berenson Acquisition Corp. I), Underwriting Agreement (Berenson Acquisition Corp. I)

No Business Combination with Affiliates. The Company will not consummate a Business Combination with any entity that is affiliated with the Sponsor or any of the Company’s officers or directors unless it obtains an opinion from an independent investment banking firm which is a member of FINRA or another independent entity that commonly renders valuation or appraisal firm that regularly renders fairness opinions that such Business Combination is fair to the Company Company’s stockholders from a financial point of view. The Company shall not pay the Sponsor or its affiliates or any of the Company’s officers, officers or directors or any of their respective affiliates any fees or compensation for services rendered to the Company prior to, or in connection with, the consummation of a 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 identifying, investigating, negotiating and completing a Business Combination to the extent that such expenses do not exceed the amount of available proceeds not deposited in the Trust Account; (ii) may be repaid loans as described in the Registration Statement, the General Disclosure Package and the Prospectus and (iii) may be paid $10,000 40,000 per month under the Administrative Support Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Activate Permanent Capital Corp.)

No Business Combination with Affiliates. The Company will not consummate a Business Combination with any entity that is affiliated with the Sponsor or any of the Company’s officers or directors unless it obtains an opinion from an independent investment banking firm which that is a member of FINRA or another independent a valuation or appraisal firm that regularly renders fairness opinions stating that such 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 for services rendered to the Company prior to, or in connection with, the consummation of a 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 identifying, investigating, negotiating and completing a Business Combination to the extent that such expenses do not exceed the amount of available proceeds not deposited in the Trust Account; , (ii) may be repaid loans as described in the Registration Statement, the General Disclosure Package and the Prospectus and (iii) may be paid $10,000 per month under the Administrative Support Services Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (FG New America Acquisition II Corp)

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