Common use of SIXTH Clause in Contracts

SIXTH. The provisions of this Article Sixth shall apply during the period commencing upon the filing of this Certificate of Incorporation and terminating upon the consummation of any Business Combination (defined below), and may not be amended during the Target Business Acquisition Period (defined below) without the affirmative vote of at least 95% of the IPO Shares (defined below) outstanding. A “Business Combination” shall mean the acquisition by the Corporation, whether by merger, capital stock exchange, asset or stock acquisition or other similar type of transaction, of an operating business or businesses having collectively a fair market value (calculated in accordance with the requirements set forth below) of at least eighty percent (80%) of the Corporation’s net assets at the time of the acquisition (provided that any acquisition of multiple operating businesses shall occur contemporaneously with one another) which (i) is located in the People’s Republic of China, the Hong Kong Special Administrative Region or the Macau Special Administrative Region (collectively, “China”); (ii) has its principal operations located in China, or, (iii) in the view of the Board of Directors of the Corporation, would benefit from establishing operations in China (“Target Business”). For purposes of this Article Sixth, fair market value shall be determined by the Board of Directors 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 is not able to independently determine that the target business has a sufficient fair market value, the Corporation will obtain an opinion from an unaffiliated, independent investment banking firm