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, or a committee of its independent directors, obtains an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation from an accounting firm that such Business Combination is fair to the Company from a financial point of view; provided that, for purposes of this Section 3(x), an entity will not be deemed an affiliate solely by virtue of ownership by the Sponsor or its affiliates, or any of their or the Company’s executive officers or directors, of less than 10% of such entity’s voting securities, individually or in the aggregate. Other than as set forth in this subsection, the Company shall not pay the Sponsor or its affiliates or any of the Company’s executive 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, the Sponsor and their respective affiliates (i) may receive reimbursement for out-of-pocket expenses incurred by them related to 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 for loans as described in the Registration Statement; and (iii) may be paid $15,000 per month for office space, utilities and secretarial and administrative support pursuant to the Administrative Support Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (LF Capital Acquisition Corp. II), Underwriting Agreement (LF Capital Acquisition Corp. II)

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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, or a committee of its independent directors, obtains an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation from an or accounting firm that such Business Combination is fair to the Company Company’s stockholders from a financial point of view; provided that, for purposes of this Section 3(x3(y), an entity will not be deemed an affiliate solely by virtue of ownership by the Sponsor or its affiliates, or any of their or the Company’s executive officers or directors, of less than 10% of such entity’s voting securitiesits common stock, individually or in the aggregate. Other than as set forth in this subsection, the Company shall not pay the Sponsor or its affiliates or any of the Company’s executive 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, the Sponsor directors and their respective affiliates (i) may receive reimbursement for out-of-pocket expenses incurred by them related to 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 AccountCombination; (ii) may be repaid for loans as described in the Registration Statement; and (iii) may be paid $15,000 per month for office space, utilities and secretarial and administrative support pursuant to the Administrative Support Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (FAST Acquisition Corp. II), Underwriting Agreement (FAST Acquisition Corp. II)

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, or a committee of its independent directors, obtains an opinion from an independent investment banking firm which is a member of FINRA FINRA, or from an independent valuation from an or accounting firm firm, that such Business Combination is fair to the Company Company’s shareholders from a financial point of view; provided that, that for purposes of this Section 3(x3(y), an entity will not be deemed an affiliate solely by virtue of ownership by the Sponsor or its affiliates, or any of their or the Company’s executive officers or directors, of less than 10% of such entity’s voting securities, individually or in the aggregate. Other than as set forth in this subsection, the Company shall not pay the Sponsor or its affiliates or any of the Company’s executive 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, the Sponsor directors and their respective affiliates (i) may receive reimbursement for out-of-pocket expenses incurred by them related to 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 AccountCombination; (ii) may be repaid for loans as described in the Registration Statement; Statement and (iii) may be paid $15,000 per month for office space, utilities space and secretarial and administrative support services pursuant to the Administrative Support Services Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Genesis Park Acquisition Corp.)

No Business Combination with Affiliates. The Company will not consummate a Business Combination with any entity that is affiliated with the Sponsor Sponsors or any of the Company’s officers or directors unless it, or a committee of its independent directors, it obtains an opinion from an independent investment banking firm which is a member of FINRA FINRA, or an from another independent entity that commonly renders valuation from an accounting firm opinions, that such Business Combination is fair to the Company Company’s stockholders from a financial point of view; provided that, for purposes of this Section 3(x), an entity will not be deemed an affiliate solely by virtue of ownership by the Sponsor or its affiliates, or any of their or the Company’s executive officers or directors, of less than 10% of such entity’s voting securities, individually or in the aggregate. Other than as set forth in this subsection, the Company shall not pay the Sponsor Sponsors or its their respective affiliates or any of the Company’s executive 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, the Sponsor directors and their respective affiliates (i) may receive reimbursement for out-of-pocket expenses incurred by them related to 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 AccountCombination; (ii) may be repaid for loans as described in the Registration Statement; and (iii) may receive payments for any financial advisory, placement agency or other similar investment banking services provided to the Company, and reimbursement for any out-of-pocket expenses incurred in connection with the performance of such services; and (iv) may be paid up to $15,000 10,000 per month for office space, utilities and secretarial and administrative support pursuant to the Administrative Support Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Empowerment & Inclusion Capital I 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, or a committee of its independent directors, obtains an opinion from an independent investment banking firm which is a member of FINRA FINRA, or from an independent valuation from an or accounting firm firm, that such Business Combination is fair to the Company Company’s shareholders from a financial point of view; provided that, that for purposes of this Section 3(x3(y), an entity will not be deemed an affiliate solely by virtue of ownership by the Sponsor or its affiliates, or any of their or the Company’s executive officers or directors, of less than 10% of such entity’s voting securities, individually or in the aggregate. Other than as set forth in this subsection, the Company shall not pay the Sponsor or its affiliates or any of the Company’s executive 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, the Sponsor directors and their respective affiliates (i) may receive reimbursement for out-of-pocket expenses incurred by them related to 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 AccountCombination; (ii) may be repaid for loans as described in the Registration Statement; and (iii) may be paid $15,000 per month for office space, utilities space and secretarial and administrative support services pursuant to the Administrative Support Services Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Genesis Park 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, or a committee of its independent directors, obtains an opinion from an independent investment banking firm which is a member of FINRA FINRA, or from an independent valuation from an or accounting firm firm, that such Business Combination is fair to the Company Company’s shareholders from a financial point of view; provided that, that for purposes of this Section 3(x3(y), an entity will not be deemed an affiliate solely by virtue of ownership by the Sponsor or its affiliates, or any of their or the Company’s executive officers or directors, of less than 10% of such entity’s voting securities, individually or in the aggregate. Other than as set forth in this subsection, the Company shall not pay the Sponsor or its affiliates or any of the Company’s executive 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, the Sponsor directors and their respective affiliates (i) may receive reimbursement for out-of-pocket expenses incurred by them related to 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 AccountCombination; and (ii) may be repaid for loans as described in the Registration Statement; and (iii) may be paid $15,000 per month for office space, utilities and secretarial and administrative support pursuant to the Administrative Support Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Genesis Park 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, or a committee of its independent directors, obtains an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation from an or accounting firm that such Business Combination is fair to the Company from a financial point of view; provided thatprovided, that for purposes of this Section 3(x), an entity will not be deemed an affiliate solely by virtue of ownership by the Sponsor or its affiliates, or any of their or the Company’s executive officers or directors, of less than 10% of such entity’s voting securities, individually or in the aggregate. Other than as set forth in this subsection, the Company shall not pay the Sponsor or its affiliates or any of the Company’s executive 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, the Sponsor and their respective affiliates (i) may receive reimbursement for out-of-pocket expenses incurred by them related to 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 for loans as described in the Registration Statement; Statement and (iii) may be paid $15,000 10,000 per month for office space, utilities and secretarial and administrative support pursuant to the Administrative Support Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (USA Acquisition Corp.)

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