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 (9)
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 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 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 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
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
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Related to Value of Target Business

  • 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 (excluding any taxes) 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. 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.

  • Fair Market Value Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

  • 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.

  • Fair Rental Value If a loss covered under Section I makes that part of the "residence premises" rented to oth- ers or held for rental by you not fit to live in, we cover the fair rental value of such premises less any expenses that do not continue while it is not fit to live in. Payment will be for the shortest time required to repair or replace such premises.

  • 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.

  • Performance Appraisals 3201 The Employer shall complete a written appraisal of a nurse's performance at least bi-annually. Upon request, the nurse shall be given an exact copy of the appraisal. 3202 The nurse shall have an opportunity to read such document. 3203 The nurse's signature on such document merely signifies that the contents of the document have been read. 3204 If the nurse disputes the appraisal, she/he may file a reply to the document in accordance with Article 29, and/or she/he may file a grievance under Article 12 of this Agreement.

  • Unlisted/Non-Published Subscribers <<customer_name>> will be required to provide to BellSouth the names, addresses and telephone numbers of all <<customer_name>> customers that wish to be omitted from directories.

  • Fair Market Rent Approximately thirty (30) days after receipt of Tenant’s Extension Exercise Notice, Landlord shall notify Tenant in writing of Landlord’s estimate of the Base Monthly Rent for the first year of the applicable extension period, and the estimate of annual increases based upon the Landlord’s determination of the same. For purposes hereof, “Fair Market Rent” shall mean collectively, (1) Base Monthly Rent for the first year of the applicable extension period, which shall reflect the then-current rate for renewals of space in comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions), and (2) the annual increases determined at the time Base Monthly Rent for the first year is determined. Within thirty (30) days after receipt of such notice from Landlord, Tenant shall have the right either to (i) accept Landlord’s estimate of Fair Market Rent or (ii) elect to arbitrate the Fair Market Rent against Landlord, such arbitration to be conducted pursuant to the provisions hereof. Failure on the part of Tenant to require arbitration of Fair Market Rent within such thirty (30) day period shall constitute acceptance of the Fair Market Rent for the applicable extension period. If Tenant elects to compel arbitration, the parties agree to use good faith efforts to have the arbitration concluded within ninety (90) days after the date of Tenant’s election, subject to extension for an additional period if a third arbitrator is required and does not act in a timely manner. To the extent that arbitration has not been completed prior to the expiration of any preceding period for which Base Monthly Rent has been determined, Tenant shall pay Base Monthly Rent at the rate calculated by Landlord, with the potential for an adjustment to be made once Fair Market Rent is ultimately determined by arbitration.

  • Regional Value Content 1. Subject to Paragraphs 2 to 4 of this Article and Article 404, where Annex 4.1 requires goods to have a regional value content, the regional value content of particular goods shall be calculated as follows: x 100 where:

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