Common use of Target Net Assets Clause in Contracts

Target Net Assets. 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. 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 on the type of Target Business the Company is seeking to acquire. 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 20 contracts

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

AutoNDA by SimpleDocs

Target Net Assets. 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 BusinessBusiness (excluding taxes payable). 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, firm or another independent entity that commonly renders valuation opinions on with respect to the type satisfaction of Target Business the Company is seeking to acquiresuch 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 the Target Business does have sufficient fair market value.

Appears in 16 contracts

Samples: Underwriting Agreement (FG Merger II Corp.), Underwriting Agreement (FG Merger III Corp.), Underwriting Agreement (FG Merger II Corp.)

Target Net Assets. 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 BusinessBusiness (excluding taxes payable). 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, firm or another independent entity that commonly renders valuation opinions on with respect to the type satisfaction of Target Business the Company is seeking to acquiresuch 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 the Target Business does have sufficient fair market value, provided that the Target Business is not affiliated with an Insider.

Appears in 13 contracts

Samples: Underwriting Agreement (Plum Acquisition Corp, IV), Underwriting Agreement (Plum Acquisition Corp, IV), Underwriting Agreement (Bleichroeder Acquisition Corp. I)

Target Net Assets. 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. 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 on firm and reasonably acceptable to the type Representative with respect to the satisfaction of Target Business the Company is seeking to acquiresuch criteria. The Company is not required to obtain such 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.

Appears in 4 contracts

Samples: Underwriting Agreement (Infinity Cross Border Acquisition Corp), Underwriting Agreement (Infinity Cross Border Acquisition Corp), Underwriting Agreement (Infinity Cross Border Acquisition Corp)

Target Net Assets. The Company agrees that the initial Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account Company's net assets at the time of signing such acquisition, including any amount held in the definitive agreement for Trust Fund subject to the Business Combination with such Target Businessconversion rights. 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, 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 meets such has a sufficient fair market value requirementvalue, the Company will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation opinions on firm which is a member of the type NASD with respect to the satisfaction of Target Business the Company is seeking to acquiresuch criteria. The Company is not required to obtain such an opinion from an investment banking firm as to the fair market value if the Company’s 's Board of Directors independently determines that the Target Business does have sufficient fair market value.

Appears in 1 contract

Samples: Underwriting Agreement (Beverage Acquisition CORP)

AutoNDA by SimpleDocs

Target Net Assets. 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. 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 on the type of Target Business the Company is seeking to acquire. 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.. [·], 2015

Appears in 1 contract

Samples: Underwriting Agreement (Barington/Hilco Acquisition Corp.)

Target Net Assets. 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. 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 that commonly renders valuation opinions on the type of Target Business the Company is seeking to acquire. 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 1 contract

Samples: Underwriting Agreement (Hf2 Financial Management Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!