Common use of Target Net Assets Clause in Contracts

Target Net Assets. 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.

Appears in 73 contracts

Samples: Underwriting Agreement (Dune Acquisition Corp), Underwriting Agreement (Apex Technology Acquisition Corp), Underwriting Agreement (Insight Acquisition Corp. /DE)

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Target Net Assets. The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of the balance assets held 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.

Appears in 39 contracts

Samples: Underwriting Agreement (Direct Selling Acquisition Corp.), Underwriting Agreement (Rosecliff Acquisition Corp I), Underwriting Agreement (Sanaby Health Acquisition Corp. I)

Target Net Assets. 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, provided that the Target Business is not affiliated with an Insider.

Appears in 34 contracts

Samples: Underwriting Agreement (Alchemy Investments Acquisition Corp 1), Underwriting Agreement (Biotech Acquisition Co), Underwriting Agreement (HCM Acquisition Corp)

Target Net Assets. The Company agrees that the Target Business Business(es) that it acquires must have a an aggregate fair market value equal to at least 80% of the balance value of the assets held 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 Commissionspayable). 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 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 accounting firm, reasonably acceptable to the Representative 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 if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value, provided that the Target Business is not affiliated with an Insider.

Appears in 19 contracts

Samples: Underwriting Agreement (B. Riley Principal Merger Corp.), Underwriting Agreement (B. Riley Principal 150 Merger Corp.), Underwriting Agreement (B. Riley Principal Merger Corp.)

Target Net Assets. 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 which is a member of FINRA or another independent entity a valuation or appraisal firm, that commonly renders valuation opinions with respect such initial Business Combination is fair to the satisfaction Company from a financial point of such criteriaview. 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.

Appears in 15 contracts

Samples: Underwriting Agreement (10X Capital Venture Acquisition Corp. III), Underwriting Agreement (Innovative International Acquisition Corp.), Underwriting Agreement (Innovative International Acquisition Corp.)

Target Net Assets. 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 which is a member of FINRA or another independent entity that commonly renders a valuation opinions or appraisal firm 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.

Appears in 9 contracts

Samples: Underwriting Agreement (Atlantic Coastal Acquisition Corp. II), Underwriting Agreement (Altitude Acquisition Corp.), Underwriting Agreement (Altitude Acquisition Corp. II)

Target Net Assets. 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 which is a member of FINRA or another independent entity that commonly renders a valuation opinions or appraisal firm 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, provided that the Target Business is not affiliated with an Insider.

Appears in 6 contracts

Samples: Underwriting Agreement (M3-Brigade Acquisition II Corp.), Underwriting Agreement (M3-Brigade Acquisition II Corp.), Underwriting Agreement (M3-Brigade Acquisition III Corp.)

Target Net Assets. 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 firm that commonly renders valuation opinions on the type of company the Company is seeking to acquire or from an independent accounting firm 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.

Appears in 4 contracts

Samples: Underwriting Agreement (Thunder Bridge Acquisition LTD), Underwriting Agreement (Tiberius Acquisition Corp), Underwriting Agreement (Thunder Bridge Acquisition LTD)

Target Net Assets. The Company agrees that the Target Business that it acquires must have a an aggregate fair market value equal to at least 80% of the balance assets held 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.

Appears in 4 contracts

Samples: Underwriting Agreement (Golden Arrow Merger Corp.), Underwriting Agreement (BOA Acquisition Corp.), Underwriting Agreement (Golden Arrow Merger Corp.)

Target Net Assets. 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 opinions, that such initial Business Combination is fair to the satisfaction Company from a financial point of such criteriaview. 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.

Appears in 4 contracts

Samples: Underwriting Agreement (Rose Hill Acquisition Corp), Underwriting Agreement (Rose Hill Acquisition Corp), Underwriting Agreement (Endeavor Acquisition Corp.)

Target Net Assets. 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 Target Business meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking firm firm, or another independent entity valuation or appraisal firm that commonly renders valuation opinions fairness 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, provided that the Target Business is not affiliated with an Insider.

Appears in 4 contracts

Samples: Underwriting Agreement (Pivotal Acquisition Corp), Underwriting Agreement (Pivotal Acquisition Corp), Underwriting Agreement (Pivotal Investment Corp II)

Target Net Assets. 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 requirementof the Target Business, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders firm which is a member of FINRA or a valuation opinions or appraisal firm, 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, provided that the Target Business is not affiliated with an Insider.

Appears in 4 contracts

Samples: Warrant Agreement (Inflection Point Acquisition Corp. II), Warrant Agreement (Inflection Point Acquisition Corp. II), Warrant Agreement (Spark I Acquisition Corp)

Target Net Assets. 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 which is a member of FINRA or another an independent entity that commonly renders valuation opinions or appraisal firm 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.

Appears in 3 contracts

Samples: Underwriting Agreement (DTRT Health Acquisition Corp.), Underwriting Agreement (DTRT Health Acquisition Corp.), Underwriting Agreement (Virtuoso Acquisition Corp. 2)

Target Net Assets. 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 Commissionspayable). 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 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 reasonably acceptable to the Representative 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 if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value, provided that the Target Business is not affiliated with an Insider.

Appears in 3 contracts

Samples: Underwriting Agreement (Matlin & Partners Acquisition Corp), Underwriting Agreement (M III Acquisition Corp.), Underwriting Agreement (Matlin & Partners Acquisition Corp)

Target Net Assets. 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 unaffiliated, independent investment banking firm or another independent entity that commonly renders valuation opinions accounting firm 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 if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value, provided that the Target Business is not affiliated with an Insider.

Appears in 3 contracts

Samples: Underwriting Agreement (Haymaker Acquisition Corp.), Underwriting Agreement (Haymaker Acquisition Corp.), Underwriting Agreement (Haymaker Acquisition Corp.)

Target Net Assets. 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 Commissionspayable). 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 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 reasonably acceptable to the Underwriter 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 if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value, provided that the Target Business is not affiliated with an Insider.

Appears in 3 contracts

Samples: Underwriting Agreement (JM Global Holding Co), Underwriting Agreement (M III Acquisition Corp.), Underwriting Agreement (JM Global Holding Co)

Target Net Assets. The Company agrees that that, so long as the Company is listed on an exchange, 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 criteriaopinions. 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.

Appears in 3 contracts

Samples: Underwriting Agreement (C5 Acquisition Corp), Underwriting Agreement (C5 Acquisition Corp), Underwriting Agreement (C5 Acquisition Corp)

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Target Net Assets. 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 firm that commonly renders valuation opinions with respect for the type of company the Company is seeking to acquire or an independent accounting firm that the Business Combination is fair to the satisfaction Company from a financial point of such criteriaview. 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, provided that the Target Business is not affiliated with an Insider.

Appears in 3 contracts

Samples: Underwriting Agreement (StoneBridge Acquisition Corp.), Underwriting Agreement (StoneBridge Acquisition Corp.), Underwriting Agreement (StoneBridge Acquisition Corp.)

Target Net Assets. 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 which is a member of FINRA or another independent entity valuation or appraisal firm that commonly regularly renders valuation fairness opinions with respect on the type of target business the Company is seeking to acquire, regarding the fairness to the satisfaction Company, from a financial point of such criteriaview, of the Business Combination. 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.

Appears in 2 contracts

Samples: Underwriting Agreement (Endurance Acquisition Corp.), Underwriting Agreement (Endurance Acquisition Corp.)

Target Net Assets. 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 unaffiliated, independent investment banking firm or firm, another independent entity firm that commonly renders valuation opinions for the type of Target Business the Company is seeking to acquire or an independent accounting firm 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, provided that the Target Business is not affiliated with an Insider.

Appears in 2 contracts

Samples: Underwriting Agreement (Longevity Acquisition Corp), Underwriting Agreement (Longevity Acquisition Corp)

Target Net Assets. 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 CommissionsCommission). 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.

Appears in 2 contracts

Samples: Underwriting Agreement (Haymaker Acquisition Corp. 4), Underwriting Agreement (Haymaker Acquisition Corp. 4)

Target Net Assets. 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 (excluding taxes payable and the Deferred Underwriting Commissions)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 firm, or another independent entity that commonly renders valuation opinions with respect on the type of Target Business the Company is seeking to the satisfaction of such criteriaacquire. 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.

Appears in 2 contracts

Samples: Underwriting Agreement (DT Asia Investments LTD), Underwriting Agreement (DT Asia Investments LTD)

Target Net Assets. 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 accounting firm or independent investment banking firm or another independent entity which is a member of FINRA that commonly renders valuation opinions with respect the price we are paying is fair to the satisfaction our shareholders from a financial point of such criteriaview. 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, provided that the Target Business is not affiliated with an Insider.

Appears in 2 contracts

Samples: Underwriting Agreement (Orion Biotech Opportunities Corp.), Underwriting Agreement (Orion Biotech Opportunities Corp.)

Target Net Assets. 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 which is a member of FINRA or another independent entity that commonly renders a valuation opinions or appraisal firm 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 's Board of Directors independently determines that the Target Business does have sufficient fair market value.

Appears in 2 contracts

Samples: Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I), Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I)

Target Net Assets. 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 CommissionsCommission). 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 firm that commonly renders valuation opinions on the type of company the Company is seeking to acquire or from an independent accounting firm 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 's Board of Directors independently determines that the Target Business does have sufficient fair market value.

Appears in 1 contract

Samples: Underwriting Agreement (Allegro Merger Corp.)

Target Net Assets. The Company agrees that the initial Target Business that it acquires must have a fair market value equal to of at least 80200% of the balance amount then in the Trust Account at Fund, as set forth in the time of signing the definitive agreement for the Business Combination with such Target Business (excluding taxes payable and the Deferred Underwriting Commissions)Registration Statement. 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 has a fair market value requirementof at least 200% of the amount in the Trust Fund, as set forth in the Registration Statement, the Company will obtain an opinion from an unaffiliated, independent investment banking firm or another independent entity that commonly renders valuation opinions and reasonably acceptable to the Representative 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 if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value.

Appears in 1 contract

Samples: Underwriting Agreement (New Asia Partners China CORP)

Target Net Assets. 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 an independent entity that commonly renders valuation opinions accounting firm 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.

Appears in 1 contract

Samples: Underwriting Agreement (Integrated Energy Transition Acquisition Corp.)

Target Net Assets. 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 firm that commonly renders valuation opinions on the type of company the Company is seeking to acquire or from an independent accounting firm 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 's Board of Directors independently determines that the Target Business does have sufficient fair market value.

Appears in 1 contract

Samples: Underwriting Agreement (Tiberius Acquisition Corp)

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