Target Net Assets. The Company agrees that the Target Business (or businesses) that it acquires must have an aggregate 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 (or businesses) (excluding taxes payable). The fair market value of such Target Business (or businesses) 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 (or businesses) 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 Company’s Board of Directors independently determines that the Target Business (or businesses) does have sufficient fair market value.
Appears in 12 contracts
Samples: Underwriting Agreement (Industrial Human Capital, Inc.), Underwriting Agreement (Firemark Global Capital, Inc.), Underwriting Agreement (TechStackery, Inc.)
Target Net Assets. The Company agrees that the Target Business (or businesses) that it acquires must have an aggregate 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 (or businesses) (excluding taxes payablepayable and the Deferred Underwriting Commissions). The fair market value of such Target Business (or businesses) 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 (or businesses) 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 opinions, that such initial Business Combination is fair to the satisfaction Company from a financial point of such criteriaview. The Company is not required to obtain an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business (or businesses) does have sufficient fair market value.
Appears in 4 contracts
Samples: Underwriting Agreement (Endeavor Acquisition Corp.), Underwriting Agreement (BioPlus Acquisition Corp.), Underwriting Agreement (Rose Hill Acquisition Corp)
Target Net Assets. The Company agrees that the initial Target Business (or businesses) that it acquires must have an aggregate a fair market value equal to of at least 80200% of the balance amount then in the Trust Account at Fund, as set forth in the time of signing the definitive agreement for the Business Combination with such Target Business (or businesses) (excluding taxes payable)Registration Statement. The fair market value of such Target Business (or businesses) 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 (or businesses) meets such target business has a fair market value requirementof at least 200% of the amount in the Trust Fund, as set forth in the Registration Statement, at the time of such acquisition, the Company will obtain an opinion from an unaffiliated, independent investment banking firm or another independent entity that commonly renders valuation opinions and reasonably acceptable to the Representative 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 (or businesses) does have sufficient fair market value.
Appears in 3 contracts
Samples: Underwriting Agreement (New Asia Partners China CORP), Underwriting Agreement (New Asia Partners China CORP), Underwriting Agreement (New Asia Partners China CORP)
Target Net Assets. The Company agrees that the Target Business (or businesses) that it acquires must have an aggregate 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 (or businesses) (excluding taxes payablepayable and the Deferred Underwriting Commissions). The fair market value of such Target Business (or businesses) 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 (or businesses) target business meets such fair market value requirement, the Company will obtain an opinion from an independent accounting firm or independent investment banking firm or another independent entity which is a member of FINRA that commonly renders valuation opinions with respect the price we are paying is fair to the satisfaction our shareholders from a financial point of such criteriaview. The Company is not required to obtain an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business (or businesses) does have sufficient fair market value, provided that the Target Business is not affiliated with an Insider.
Appears in 2 contracts
Samples: Underwriting Agreement (Orion Biotech Opportunities Corp.), Underwriting Agreement (Orion Biotech Opportunities Corp.)
Target Net Assets. The Company agrees that so long as it is listed on an exchange, the Target Business (or businesses) that it acquires must have an aggregate 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 (or businesses) (excluding taxes payablepayable and the Deferred Underwriting Commissions). The fair market value of such Target Business (or businesses) 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 (or businesses) 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 Company’s Board of Directors independently determines that the Target Business (or businesses) does have sufficient fair market value, provided that the Target Business is not affiliated with an Insider.
Appears in 2 contracts
Samples: Underwriting Agreement (Blockchain Coinvestors Acquisition Corp. I), Underwriting Agreement (Blockchain Coinvestors Acquisition Corp. I)
Target Net Assets. The Company agrees that the its initial Business Combination must be with one or more Target Business (or businesses) Businesses that it acquires must have an aggregate fair market value equal to at least 80% of the balance amount in the Company’s Trust Account (less Deferred Fees, including interest thereon, held in the Trust Account Account) at the time of signing the definitive agreement for the such Business Combination with such Target Business (or businesses) (excluding taxes payable)Combination. The fair market value of such each Target Business (or businesses) 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 (or businesses) meets such has a sufficient fair market value requirementat the time of such transaction, the Company will obtain an opinion from an unaffiliated, independent investment banking firm or another independent entity that commonly renders valuation opinions 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 (or businesses) does have sufficient fair market value.
Appears in 2 contracts
Samples: Underwriting Agreement (Camden Learning CORP), Underwriting Agreement (Camden Learning CORP)