Value of Target Business Sample Clauses

Value of Target Business. The Company agrees that the initial Target Business that it acquires in a Business Combination must have a fair market value equal to at least 80% of the amount in the Trust Fund 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 Trust Fund 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. The Company is not required to obtain an opinion from an investment banking firm as to the fair market value of the target business if the Company’s Board of Directors independently determines that the target business does have sufficient fair market value.
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Value of Target Business. The Company agrees that the Target Business or Target Businesses that it acquires in an Initial Business Combination must have a collective fair market value equal to at least 80% of the sum of the balance in the Trust Account excluding the Deferred Discount, including any of which relates to the Option Securities, at the time of such acquisition, and that in no event will the Company acquire less than a controlling interest in a Target Business (meaning more than 50% of the voting securities of such Target Business). If the Company acquires less than 100% of a Target Business in an Initial Business Combination, the aggregate fair market value of the portion of the Target Business acquired by the Company must equal at least 80% of the sum of the balance in the Trust Account excluding the Deferred Discount, including any of which relates to the Option Securities, 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, values of comparable businesses, earnings and cash flow and/or 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 sum of the balance in the Trust Account (excluding the Deferred Discount, including any of which relates to the Option Securities) at the time of such Initial Business Combination, the Company will obtain an opinion from an unaffiliated, independent investment banking firm which is a member of FINRA 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 of the Target Business if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value.
Sample 1Sample 2Sample 3See All (7)
Value of Target Business. The Company agrees that the Target Business or Target Businesses that it acquires in an Initial Business Combination must have a collective fair market value equal to at least 80% of the sum of the balance in the Trust Account excluding the Deferred Discount, including any of which relates to the Option Securities, at the time of the execution of a definitive agreement for such Initial Business Combination, and that in no event will the Company acquire less than a controlling interest in a Target Business (meaning more than 50% of the voting securities of such Target Business). If the Company acquires less than 100% of one or more Target Businesses in the Initial Business Combination, the aggregate fair market value of the portion or portions of the Target Businesses acquired by the Company must equal at least 80% of the sum of the balance in the Trust Account excluding the Deferred Discount, including any of which relates to the Option Securities, at the time of the execution of a definitive agreement for such Initial Business Combination. The fair market value of a Target Business or Target 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, values of comparable businesses, earnings and cash flow and/or 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 sum of the balance in the Trust Account (excluding the Deferred Discount, including any of which relates to the Option Securities) at the time of the execution of a definitive agreement for such Initial Business Combination, the Company will obtain an opinion from an unaffiliated, independent investment banking firm which is a member of FINRA 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 of the Target Business if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value.
Sample 1Sample 2Sample 3
Value of Target Business. The Company agrees that the initial Target Business that it acquires in an Initial Business Combination must have a fair market value equal to at least 80% of the sum of the balance in the Trust Account excluding the Deferred Discount, including any of which relates to the Option Securities, 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 one or more 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 sum of the balance in the Trust Account (excluding the Deferred Discount, including any of which relates to the Option Securities) at the time of such Initial 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. The Company is not required to obtain an opinion from an investment banking firm as to the fair market value of the target business if the Company's Board of Directors independently determines that the target business does have sufficient fair market value.
Sample 1
Value of Target Business. The Company agrees that the initial Target Business that it acquires in an Initial Business Combination must have a fair market value equal to at least 80% of the sum of the balance in the Trust Account plus the proceeds of the Co-Investment excluding the Deferred Discount, including any of which relates to the Additional Securities, 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 sum of the balance in the Trust Account plus the proceeds of the Co-Investment (excluding the Deferred Discount, including any of which relates to the Additional Securities) at the time of such Initial 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. The Company is not required to obtain an opinion from an investment banking firm as to the fair market value of the target business if the Company’s Board of Directors independently determines that the target business does have sufficient fair market value.
Sample 1Sample 2
Value of Target Business. The Company agrees that the Target Business or Target Businesses that it acquires in an Initial Business Combination must have a collective fair market value equal to at least 80% of the amount held in the Trust Account (excluding the Deferred Discount) at the time of such acquisition. In the event that the Company structures its Initial Business Combination to acquire less than 100% of the equity interests of a Target Business, the Company will not acquire less than a controlling interest in such Target Business (meaning not less than 50.1% of the voting securities of such Target Business). If the Company acquires less than 100% of a Target Business in the Initial Business Combination, the aggregate fair market value of the portion of the Target Business acquired by the Company must equal at least 80% of the amount held in the Trust Account (excluding the Deferred Discount) at the time of such acquisition. The fair market value of a Target Business or portion thereof shall be determined by the Board of Directors based upon one or more standards generally accepted by the financial community, such as actual and potential sales, the values of comparable businesses, earnings and cash flow and/or book value. If the Board is not able to determine independently that the Target Business has a sufficient fair market value to meet the threshold criterion, it will obtain an opinion from an unaffiliated, independent investment banking firm that is a member of the FINRA with respect to the satisfaction of such the criterion. Except as otherwise provided herein, the Company is not required to obtain an opinion from an investment banking firm as to the fair market value of the Target Business if the Company’s Board of Directors independently determines that the Target Business has sufficient fair market value to meet the threshold criterion.
Sample 1
Value of Target Business. The Company agrees that the initial Target Business or any portion(s) thereof that it acquires in an Initial Business Combination must have an aggregate fair market value equal to at least 80% of the balance in the Trust Account excluding the Deferred Discount, including any of which relates to the Option Securities, 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 one or more 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 or any portion(s) thereof has a fair market value of at least 80% of the balance in the Trust Account (excluding the Deferred Discount, including any of which relates to the Option Securities) at the time of such Initial Business Combination, the Company will obtain an opinion from an unaffiliated, independent investment banking firm which is a member of the FINRA 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 of the Target Business if the Company's Board of Directors independently determines that the Target Business does have sufficient fair market value in order for the Company to consummate the Initial Business Combination.
Sample 1
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Value of Target Business. The Company agrees that the initial Target Business that it acquires in an Initial Business Combination must have a fair market value equal to at least 80% of the Company’s net assets (excluding deferred underwriting discounts and commissions held in the Trust Account) at the time of such Initial Business Combination. If the Company acquires less than a 100% ownership interest of any Target Business, the Company will measure the fair market value of the share of the acquired business or businesses in determining the satisfaction of the 80% net assets test. The fair market value of such Target Business will be determined by the Company’s board of directors based upon valuation criteria accepted by the financial community, such as actual and potential sales, earnings before interest, tax, depreciation and amortization, net income, cash available for distributions, net asset value, cash flow and book value. The valuation process could involve obtaining two or three appraisals from independent ship brokers. If the Company’s board of directors is not able to determine independently that the Target Business has a sufficient fair market value the Company will obtain an opinion from an unaffiliated, independent investment banking firm that is a member of the FINRA or from another qualified independent consultant or advisory firm with respect to the satisfaction of such criteria.
Sample 1
Value of Target Business. The Company agrees that the initial Target Business that it acquires in a Business Combination must have a fair market value equal to at least 80% of the amount in the Trust Fund excluding the Deferred Discount, including any of which relates to the Option Securities, 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 Trust Fund 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. The Company is not required to obtain an opinion from an investment banking firm as to the fair market value of the target business if the Company's Board of Directors independently determines that the target business does have sufficient fair market value.
Sample 1

Related to Value of Target Business

  • Fair Market Value of Common Stock The fair market value (“Fair Market Value”) of a share of Common Stock shall be determined for purposes of this Agreement by reference to the closing price of a share of Common Stock as reported by the New York Stock Exchange (or such other exchange on which the shares of Common Stock are primarily traded) for the applicable date, or if no prices are reported for that day, the last preceding day on which such prices are reported (or, if for any reason no such price is available, in such other manner as the Committee in its sole discretion may deem appropriate to reflect the fair market value thereof).

  • Target Fair Market Value 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 (excluding taxes payable and the Deferred Underwriting Commissions). 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 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 does have sufficient fair market value.

  • Fair Market Value Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean:

  • Continued Business No supplier, customer, distributor or sales agent of the Company or any subsidiary has notified the Company or any subsidiary that it intends to discontinue or decrease the rate of business done with the Company or any subsidiary, except where such discontinuation or decrease has not resulted in and could not reasonably be expected to result in a Material Adverse Effect.

  • Market Value Market value shall be determined by the Lending Agent, where applicable, based upon the valuation policies adopted by the Client’s Board of Directors/Trustees.

  • Appraised Value If an Objecting Party objects in writing to the Initial Valuation within ten (10) days after its receipt of the Valuation Notice, the Objecting Party, within fourteen (14) days from the date of such written objection, shall engage an Independent Appraiser (the “First Appraiser”) to determine within thirty (30) days of such engagement the Fair Market Value of the Partnership Interests (the “First Appraised Value”). The cost of the First Appraiser shall be borne by the Objecting Party. If the First Appraised Value is at least eighty percent (80%) of the Initial Value and less than or equal to one hundred twenty percent (120%) of the Initial Value, then the Purchase Price shall be the average of the Initial Value and the First Appraised Value. If the First Appraised Value is less than eighty percent (80%) of the Initial Value or more than one hundred twenty percent (120%) of the Initial Value, then the Partnership and the Objecting Party shall, within fourteen (14) days from the date of the First Appraised Value, mutually agree on and engage a second Independent Appraiser (the “Final Appraiser”). The cost of the Final Appraiser shall be borne equally by the Partnership and the Objecting Party. The Final Appraiser shall determine within thirty (30) days after its engagement the Fair Market Value of the Partnership Interests, but if such determination is less than the lesser of the Initial Value and the First Appraised Value then the lesser of the Initial Value and the First Appraised value shall be the value or if such determination is greater than the greater of the Initial Value and the First Appraised Value then the greater of the Initial Value and the First Appraised Value shall be the value (the “Final Valuation”). The Purchase Price shall be equal to the Final Valuation and shall be final and binding upon the parties to this Agreement for purposes of the subject transaction.

  • Annual Business Plan and Financial Projections As soon as practicable and in any event within ninety (90) days after the beginning of each Fiscal Year, a business plan of the Borrower and its Subsidiaries for such Fiscal Year, such plan to be prepared in accordance with GAAP and to include, on a quarterly basis, the following: a projected income statement, statement of cash flows and balance sheet and a statement containing the volume and price assumptions by product line used in preparing the business plan, accompanied by a certificate from a Responsible Officer of the Borrower to the effect that, to the best of such officer’s knowledge, such projections are good faith estimates (utilizing assumptions believed to be reasonable) of the financial condition and operations of the Borrower and its Subsidiaries for such Fiscal Year.

  • Statistical, Demographic or Market-Related Data All statistical, demographic or market-related data included in the Registration Statement, the Disclosure Package or the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate and all such data included in the Registration Statement, the Disclosure Package or the Prospectus accurately reflects the materials upon which it is based or from which it was derived.

  • Xxxx to Market BTC shall on each Business Day xxxx to market in U.S. dollars the value of all Collateral (other than Cash Collateral) and Securities loaned hereunder and accordingly receive and release Collateral in accordance with the applicable Securities Lending Agreement.

  • Current Per Share Market Value For the purpose of any computation hereunder, the “Current Per Share Market Value” of any security (a “Security” for the purpose of this Section 11.4.1) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the thirty (30) consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the current per share market price of the Security is determined during any period following the announcement by the issuer of such Security of (i) a dividend or distribution on such Security payable in shares of such Security or securities convertible into such shares or (ii) any subdivision, combination or reclassification of such Security, and prior to the expiration of

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