Common use of Target Fair Market Value Clause in Contracts

Target Fair Market Value. The Company agrees that the initial Target Business that it acquires must have a fair market value equal to at least 80% of the amount held in the Company’s Trust Fund (excluding the deferred underwriting compensation payable to Maxim) at the time of such acquisition. 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 and cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the Target Business has a fair market value of at least 80% of the amount in the Trust Fund (excluding the deferred underwriting compensation payable to Maxim) at the time of such acquisition, the Company will obtain an opinion from an unaffiliated, independent investment banking firm which is a member of the NASD with respect to the satisfaction of such criteria. The Company is not required to obtain an opinion from an investment banking firm 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.

Target Fair Market Value. The Company agrees that the initial Target Business that it acquires must have a fair market value equal to at least 80% of the amount held in the Company’s Trust Fund (excluding the deferred underwriting compensation payable to Maxim) at the time of such acquisition. 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 and cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the Target Business has a fair market value of at least 80% of the amount held in the Company’s Trust Fund (excluding the deferred underwriting compensation payable to Maxim) at the time of such acquisition, the Company will obtain an opinion from an unaffiliated, independent investment banking firm which is a member of the NASD with respect to the satisfaction of such criteria. The Company is not required to obtain an opinion from an investment banking firm 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.