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 Company’s net assets held in trust, net of taxes (all of the Company’s assets, including the funds held in the Trust Account, less the Company’s liabilities and deferred fees) at the time of such Business Combination. 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 Company’s net assets held in trust, net of taxes, at the time of such acquisition, or if the target business is affiliated with any of the existing stockholders, 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.
Appears in 5 contracts
Samples: Underwriting Agreement (FMG Acquisition Corp), Underwriting Agreement (TM Entertainment & Media, Inc.), Underwriting Agreement (TM Entertainment & Media, Inc.)
Target Net Assets. The Company agrees that the initial target business Target Business that it acquires must have a fair market value equal to at least 80% of the Company’s 's net assets held in trust, net of taxes (all of the Company’s 's assets, including the funds held in the Trust AccountFund, less the Company’s 's liabilities and deferred feesDeferred Fees) at the time of such Business Combination. The fair market value of such business must be determined by the board Board of directors 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 Board of directors 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 Company’s 's net assets held in trust, net of taxes, at the time of such acquisition, or if the target business Target Business is affiliated with any of the existing stockholdersExisting Stockholders, 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 's Board of directors Directors independently determines that the target business Target Business does have sufficient fair market value.
Appears in 4 contracts
Samples: Underwriting Agreement (ChinaGrowth North Acquisition CORP), Underwriting Agreement (ChinaGrowth South Acquisition CORP), Underwriting Agreement (ChinaGrowth North 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 Company’s net assets held in trust, net of taxes (all of the Company’s assets, including the funds held in the Trust Account, less the Company’s liabilities and deferred fees) at the time of such Business Combinationbusiness combination. 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 Company’s net assets held in trust, net of taxes, at the time of such acquisition, or if the target business is affiliated with any of the existing stockholders, 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.
Appears in 3 contracts
Samples: Underwriting Agreement (Arcade Acquisition Corp.), Underwriting Agreement (Arcade Acquisition Corp.), Underwriting Agreement (Arcade 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 Company’s 's net assets held in trust, net of taxes (all of the Company’s 's assets, including the funds held in the Trust Account, less the Company’s 's liabilities and deferred fees) at the time of such Business Combination. 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 Company’s 's net assets held in trust, net of taxes, at the time of such acquisition, or if the target business is affiliated with any of the existing stockholders, 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 's board of directors independently determines that the target business does have sufficient fair market value.
Appears in 2 contracts
Samples: Underwriting Agreement (FMG Acquisition Corp), Underwriting Agreement (FMG 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 Company’s net assets held in trust, net of taxes (all of the Company’s assets, including the funds held in the Trust AccountFund, less the Company’s liabilities and deferred fees) at the time of such Business Combinationbusiness combination. 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 Company’s net assets held in trust, net of taxes, at the time of such acquisition, or if the target business is affiliated with any of the existing stockholders, 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.
Appears in 1 contract