Target Fair Market Value. The Company agrees that the business(es) or entities that it acquires in its initial Business Combination (the “Target Business”) must have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (excluding any taxes and the Deferred Discount) at the time of signing the definitive agreement for the Business Combination with such Target Business. The fair market value of such business must be determined by the Board of Directors of the Company 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 of the Company is not able to independently determine that the Target Business meets such fair market value requirement, the Company will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation opinions. 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 the Target Business does have sufficient fair market value.
Appears in 3 contracts
Samples: Underwriting Agreement (Roth CH Acquisition I Co), Underwriting Agreement (Roth CH Acquisition I Co), Underwriting Agreement (Roth CH Acquisition I Co)
Target Fair Market Value. The Company agrees that the business(es) or entities Target Business that it acquires in its initial Business Combination (the “Target Business”) must have an aggregate a fair market value equal to at least 80% of the balance in the Trust Account (net of amounts disbursed to the Company’s management for working capital purposes, if permitted, and excluding the amount of any taxes and the Deferred Discountdeferred underwriting commissions) at the time of signing the definitive agreement for the Business Combination with such Target Business. The fair market value of such business must be determined by the Board of Directors of the Company 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 of the Company is not able to independently determine that the Target Business target business meets such fair market value requirement, the Company will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity valuation or appraisal firm that commonly renders valuation regularly prepares fairness opinions. 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 the Target Business does have sufficient fair market value.
Appears in 2 contracts
Samples: Underwriting Agreement (Graf Industrial Corp.), Underwriting Agreement (Graf Industrial Corp.)