Target Net Assets. The Company agrees that the initial Target Business(es) in a Business Combination must have a fair market value equal to at least 80% of the Company’s net assets at the time of such Business Combination. The fair market value of such business(es) 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(es) has a fair market value of at least 80% of the Company’s net assets at the time of such Business Combination, 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.
Appears in 5 contracts
Samples: Underwriting Agreement (Ad.Venture Partners, Inc.), Underwriting Agreement (Federal Services Acquisition CORP), Underwriting Agreement (Federal Services Acquisition CORP)
Target Net Assets. The Company agrees that the initial Target Business(es) in a Business Combination must have a fair market value equal to at least 80% of the Company’s net assets at the time of such Business Combination. The fair market value of such business(es) 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(es) has a fair market value of at least 80% of the Company’s net assets at the time of such Business Combination, 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.
Appears in 3 contracts
Samples: Underwriting Agreement (Highbury Financial Inc), Underwriting Agreement (Highbury Financial Inc), Underwriting Agreement (Highbury Financial Inc)
Target Net Assets. The Company agrees that the initial Target Business(es) Business in a Business Combination must have a fair market value equal to at least 80% of the Company’s net assets at the time of such Business Combination. The fair market value of such business(es) 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(es) Business has a fair market value of at least 80% of the Company’s net assets at the time of such Business Combination, the Company will obtain not consummate such Business Combination unless it first obtains an opinion from an unaffiliated, independent investment banking firm which that is a member of the NASD with respect to the satisfaction of such criteria.
Appears in 2 contracts
Samples: Underwriting Agreement (Acquicor Technology Inc), Underwriting Agreement (Acquicor Technology Inc)
Target Net Assets. The Company agrees that the initial Target Business(es) in a Business Combination must have a fair market value equal to at least 80% of the Company’s 's net assets at the time of such Business Combination. The fair market value of such business(es) 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(es) has a fair market value of at least 80% of the Company’s 's net assets at the time of such Business Combination, 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.
Appears in 2 contracts
Samples: Underwriting Agreement (MDC Acquisition Partners, Inc.), Underwriting Agreement (Ad.Venture Partners, Inc.)
Target Net Assets. The Company agrees that the initial Target Business(es) in a Business Combination that it acquires must have a fair market value equal to at least 80% of the Company’s 's net assets at the time of such Business Combinationacquisition(s). The fair market value of such business(es) 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(es) has a fair market value of at least 80% of the Company’s 's net assets at the time of such Business Combinationacquisition(s), 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.
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