Target Fair Market Value. The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account at the time of signing the definitive agreement for the Business Combination with such Target Business (excluding taxes payable). The fair market value of such business must be determined by the Board of Directors based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board of Directors is not able to independently determine that a Target Business meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. The Company is not required to obtain an opinion as to the fair market value if the Board of Directors independently determines that a Target Business does have sufficient fair market value.
Appears in 11 contracts
Samples: Underwriting Agreement (Jupiter Wellness Acquisition Corp.), Underwriting Agreement (CCIF Acquisition Corp.), Underwriting Agreement (CCIF Acquisition Corp.)
Target Fair Market Value. The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account at the time of signing the definitive agreement for the Business Combination with such Target Business (excluding taxes payable). The fair market value of such business Target Business must be determined by the Board of Directors based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board of Directors is not able to independently determine that a the Target Business meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. The Company is not required to obtain an opinion as to the fair market value if the Board of Directors independently determines that a the Target Business does have sufficient fair market value.
Appears in 4 contracts
Samples: Underwriting Agreement (Cantor Equity Partners I, Inc.), Underwriting Agreement (Cantor Equity Partners, Inc.), Underwriting Agreement (Cantor Equity Partners, Inc.)
Target Fair Market Value. The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account (net of any amounts disbursed to management for working capital purposes and excluding the amount of the Deferred Underwriting Commission held in the Trust Account) at the time of signing the definitive agreement for the Business Combination with such Target Business (excluding taxes payable). The fair market value of such business must be determined by the Board of Directors based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book valueBusiness. If the Board of Directors of the Company is not able to independently determine that a Target Business the target business meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking firm firm, or another independent entity that commonly renders valuation opinions opinions, with respect to the satisfaction of such criteria. The Company is not required to obtain such an opinion as to the fair market value if the Company’s Board of Directors independently determines that a the Target Business does have sufficient fair market value.
Appears in 3 contracts
Samples: Underwriting Agreement (Dorchester Capital Acquisition Corp.), Underwriting Agreement (Dorchester Capital Acquisition Corp.), Underwriting Agreement (Black Mountain Acquisition Corp.)
