Initial Business Combination definition

Initial Business Combination means the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

Initial Business Combination shall have the meaning set forth in Article VII of the Amended and Restated Certificate of Incorporation.

Initial Business Combination means any merger, asset acquisition, stock purchase, share exchange, participation or interest purchase, reorganization or other similar business combination with one or more businesses of all type of commercial or civil corporation, associations, companies, trusts or any other entities, carried out by the Company.

Examples of Initial Business Combination in a sentence

• Furthermore, once the Company consummates the Initial Business Combination, it will be engaged in a business other than that of investing, reinvesting, owning, holding or trading securities.

• The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination.

• In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period.

• The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its shareholders or for soliciting shareholder approval, as applicable.

• The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419 under the Act prior to the consummation of the Initial Business Combination, including, but not limited to, using its best efforts to prevent any of the Company’s outstanding securities from being deemed to be a “xxxxx stock” as defined in Rule 3a-51-1 under the Exchange Act during such period.

More Definitions of Initial Business Combination

Initial Business Combination means the first transaction or series of transactions constituting a “Business Combination” within the meaning of the PubCo Charter.

Initial Business Combination means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses.

Initial Business Combination means a Business Combination that meets the Criteria for the Initial Business Combination.

Initial Business Combination means a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar type of transaction, of one or more operating businesses (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Fund, excluding deferred underwriting discounts and commissions of $7.5 million, or approximately $8.63 million if the underwriters’ over-allotment option is exercised in full.

Initial Business Combination means the first acquisition, through merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction by the Company of another business occurring after the initial public offering of the Company.

Initial Business Combination shall have the meaning set forth in the Charter.

Initial Business Combination means a business combination with one or more target businesses that have an aggregate fair market value of at least 80% of the amount held in the Trust Account (excluding the amount held in the trust account representing the underwriters’ deferred commission) at the time of the signing of a definitive agreement in connection with an Initial Business Combination; (c) “Founders’ Securities” shall mean the Founders’ Units, Founders’ Common Stock, Founders’ Warrants and the shares of Common Stock underlying the Founders’ Warrants; (d) “Founders’ Units” shall mean the 7,102,941 units of the Company in aggregate amount acquired by the Sponsors prior to the consummation of the Offering, with each unit consisting of one share of Common Stock (the “Founders’ Common Stock”) and one warrant to purchase one share of Common Stock (the “Founders’ Warrants”), of which an aggregate of 270,927 Founders’ Units were subsequently transferred to Xxxxx X. Xxxxxxx, J. Xxxxxxx Xxxxxxxxxx, and Xxxxxxxx Xxxxxxxxxxx; (e) “Private Placement Securities” shall mean the Founders’ Securities and the Sponsors’ Warrants; (f) “Public Stockholders” shall mean the holders of the Company’s securities issued in the Offering; (g) “Registration Rights Agreement” shall mean that certain Registration Rights Agreement, dated as of February 26, 2008, entered into by and among the Company, the Sponsors and the other parties thereto; (h) “Sponsors” shall mean Xxxxxxx Xxxxxxxx Partners Acquisition LP, a Delaware limited partnership, and BNYH BPW Holdings LLC, a Delaware limited liability company; (i) “Sponsors’ Warrants” shall mean the 8,600,000 warrants of the Company in aggregate amount, each exercisable for one share of Common Stock, acquired by the Sponsor simultaneously with the consummation of the Offering, of which an aggregate of 149,571 Sponsors’ Warrants were subsequently transferred to Xxxxx X. Xxxxxxx, J. Xxxxxxx Xxxxxxxxxx, and Xxxxxxxx Xxxxxxxxxxx; and (j) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Offering and the proceeds of the private placement of the Sponsors’ Warrants will be deposited.