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, if required by applicable law or the Company’s board of directors or a committee thereof, it obtains an opinion from an independent investment banking firm or from an independent accounting firm, that such Business Combination is fair to the Company’s shareholders from a financial point of view. 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 Sponsor, 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; (ii) may be repaid loans as described in the Registration Statement; and (iii) may be paid $20,000 per month for office space, utilities, administrative and support services as described in the Registration Statement.
Appears in 2 contracts
Samples: Underwriting Agreement (Healthcare Services Acquisition Corp), Underwriting Agreement (Healthcare Services 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, if required by applicable law or the Company’s board of directors or a committee thereof, unless it obtains an opinion from an independent investment banking firm which is a member of FINRA, or from an independent accounting firm, that such Business Combination is fair to the Company’s shareholders stockholders from a financial point of view. Other than as set forth in the Registration Statement, the General Disclosure Package, the Prospectus and 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 Sponsor, 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; and (ii) may be repaid loans as described in the Registration Statement; and (iii) may be paid $20,000 per month for office space, utilities, administrative and support services as described in the Registration Statement.
Appears in 1 contract
Samples: Underwriting Agreement (Tetragon Acquisition Corp I)