Common use of No Business Combination with Affiliates Clause in Contracts

No Business Combination with Affiliates. The Company will not consummate a Business Combination with any entity that is affiliated with the Sponsors or any of the Company’s officers or directors unless it obtains an opinion from an independent investment banking firm which is a member of FINRA, or from an independent accounting firm, that such Business Combination is fair to the Company’s stockholders from a financial point of view. Other than as set forth in this subsection, the Company shall not pay the Sponsors or their respective affiliates or any of the Company’s executive officers, directors or any of their respective affiliates any fees or compensation for services rendered to the Company prior to, or in connection with, the consummation of a Business Combination; provided, however, that such officers, directors and affiliates (i) may receive reimbursement for out-of-pocket expenses incurred by them in connection with activities on the Company’s behalf to the extent that such expenses do not exceed the amount of available proceeds not deposited in the Trust Account; (ii) may be repaid loans as described in the Registration Statement; (iii) may receive customary financial advisory fees in connection with a Business Combination; (iv) may be paid $10,000 per month for office space, utilities, secretarial support and administrative services pursuant to the Administrative Support Agreement; and (v) the independent members of the Company’s board of directors may be paid $100,000 at the closing of the Business Combination for services rendered as members of the board of directors prior to the completion of the Business Combination.

Appears in 2 contracts

Samples: Underwriting Agreement (Landcadia Holdings II, Inc.), Underwriting Agreement (Landcadia Holdings II, Inc.)

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No Business Combination with Affiliates. The Company will not consummate a Business Combination with any entity that is affiliated with the Sponsors or any of the Company’s officers or directors unless it obtains an opinion from an independent investment banking firm which is a member of FINRA, or from an independent accounting firm, that such Business Combination is fair to the Company’s stockholders Company from a financial point of view. Other than as set forth in this subsection, the Company shall not pay the Sponsors or their respective its affiliates or any of the Company’s executive officers, directors or any of their respective affiliates any fees or compensation for services rendered to the Company prior to, or in connection with, the consummation of a Business Combination; provided, provided however, that such officers, directors and affiliates (i) may receive reimbursement for out-of-pocket expenses incurred by them in connection with activities on the Company’s behalf to the extent that such expenses do not exceed the amount of available proceeds not deposited in the Trust Account; (ii) may be repaid loans as described in the Registration Statement; (iii) may receive customary financial advisory fees in connection with a Business Combination; and (iv) may be paid $10,000 per month for office space, utilities, secretarial support and administrative services pursuant to the Administrative Support Agreement; Services Agreement between the Company and (v) the independent members of the Company’s board of directors may be paid $100,000 at the closing of the Business Combination for services rendered as members of the board of directors prior to the completion of the Business CombinationFEI Sponsor.

Appears in 2 contracts

Samples: Underwriting Agreement (Landcadia Holdings, Inc.), Underwriting Agreement (Landcadia Holdings, Inc.)

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No Business Combination with Affiliates. The Company will not consummate a Business Combination with any entity that is affiliated with the Sponsors or any of the Company’s officers or directors unless it obtains an opinion from an independent investment banking firm which is a member of FINRA, or from an independent accounting firm, that such Business Combination is fair to the Company’s stockholders from a financial point of view. Other than as set forth in this subsection, the Company shall not pay the Sponsors or their respective affiliates or any of the Company’s executive officers, directors or any of their respective affiliates any fees or compensation for services rendered to the Company prior to, or in connection with, the consummation of a Business Combination; provided, however, that such officers, directors and affiliates (i) may receive reimbursement for out-of-pocket expenses incurred by them in connection with activities on the Company’s behalf to the extent that such expenses do not exceed the amount of available proceeds not deposited in the Trust Account; (ii) may be repaid loans as described in the Registration Statement; (iii) may receive customary financial advisory fees in connection with a Business Combination; (iv) may be paid $10,000 20,000 per month for office space, utilities, secretarial support and administrative services pursuant to the Administrative Support Agreement; and (v) the independent members of the Company’s board of directors may be paid $100,000 at the closing of the Business Combination for services rendered as members of the board of directors prior to the completion of the Business Combination. 3 Note to L&W: FINRA 5131 no longer applies to SPACs.

Appears in 1 contract

Samples: Underwriting Agreement (Landcadia Holdings IV, Inc.)

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