Common use of Target Net Assets Clause in Contracts

Target Net Assets. The Company agrees that the initial Target Business that it acquires must have a fair market value equal to at least 80% of the Company's net assets 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 Company's fair market value at the time of such acquisition, 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 if the Company's Board of Directors independently determines that the Target Business does have sufficient fair market value.

Appears in 74 contracts

Samples: Underwriting Agreement (InterAmerican Acquisition Group Inc), Underwriting Agreement (InterAmerican Acquisition Group Inc), Underwriting Agreement (Trinity Partners Acquistion CO Inc.)

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Target Net Assets. The Company agrees that the initial Target Business that it acquires must have a fair market value equal to at least 80% of the Company's ’s net assets 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 Company's ’s fair market value at the time of such acquisition, 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 if the Company's ’s Board of Directors independently determines that the Target Business does have sufficient fair market value.

Appears in 34 contracts

Samples: Underwriting Agreement (Argyle Security Acquisition CORP), Underwriting Agreement (Oakmont Acquisition Corp.), Underwriting Agreement (Oakmont Acquisition Corp.)

Target Net Assets. The Company agrees that the initial Target Business that it acquires must have a fair market value equal to at least 80% of the Company's net assets balance in the Trust Account at the time of signing the definitive agreement for the Business Combination with such acquisitionTarget 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 and earnings, 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 meets such fair market value of at least 80% of the Company's fair market value at the time of such acquisitionrequirement, the Company will obtain an opinion from an unaffiliated, independent investment banking firm which firm, or another independent entity that commonly renders valuation opinions on the type of Target Business the Company is a member of the NASD with respect seeking to the satisfaction of such criteriaacquire. The Company is not required to obtain such an opinion from an investment banking firm 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 18 contracts

Samples: Underwriting Agreement (Quartet Merger Corp.), Underwriting Agreement (Arowana Inc.), Underwriting Agreement (CB Pharma Acquisition Corp.)

Target Net Assets. The Company agrees that the initial Target Business that it acquires must have a fair market value equal to at least 80% of the Company's net assets 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 Company's fair market value net assets at the time of such acquisition, 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 if the Company's Board of Directors independently determines that the Target Business does have sufficient fair market value.

Appears in 6 contracts

Samples: Underwriting Agreement (Asia Automotive Acquisition Corp.), Underwriting Agreement (Asia Automotive Acquisition Corp.), Underwriting Agreement (Asia Automotive Acquisition Corp.)

Target Net Assets. The Company agrees that the initial Target Business that it acquires must have a fair market value equal to at least 80% of the Company's ’s net assets 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 Company's fair market value ’s net assets at the time of such acquisition, 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 if the Company's ’s Board of Directors independently determines that the Target Business does have sufficient fair market value.

Appears in 5 contracts

Samples: Underwriting Agreement (Affinity Media International Corp.,), Underwriting Agreement (Key Hospitality Acquisition CORP), Underwriting Agreement (Boulder Specialty Brands, Inc.)

Target Net Assets. The Company agrees that the initial Target Business that it acquires must have a fair market value equal to at least 80% of the Company's ’s net assets 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 Target Business has a fair market value of at least 80% of the Company's fair market value ’s net assets at the time of such acquisition, 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 if the Company's ’s Board of Directors independently determines that the Target Business does have sufficient fair market value.

Appears in 4 contracts

Samples: Underwriting Agreement (Industrial Services Acquisition Corp.), Underwriting Agreement (Energy Infrastructure Acquisition Corp.), Underwriting Agreement (Affinity Media International Corp.,)

Target Net Assets. The Company agrees that the initial Target Business that it acquires must have a fair market value equal to at least 80% of the Company's ’s net assets 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 Target Business has a fair market value of at least 80% of the Company's ’s fair market value at the time of such acquisition, 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 unaffiliated independent firm 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 (Crossfire Capital Corp.), Underwriting Agreement (Crossfire Capital Corp.)

Target Net Assets. The Company agrees that the initial Target Business that it acquires must have a fair market value equal to at least 80% of the Company's ’s net assets 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 Target Business has a fair market value of at least 80% of the Company's ’s fair market value at the time of such acquisition, 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 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 (Crossfire Capital Corp.), Underwriting Agreement (China Healthcare Acquisition Corp.)

Target Net Assets. The Company agrees that the initial Target Business that it acquires must have a fair market value equal to at least 80% of the Company's net assets 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 Target Business has a fair market value of at least 80% of the Company's fair market value net assets at the time of such acquisition, the Company will obtain an opinion from an unaffiliated, independent investment banking firm which that 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 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 (Alpha Security Group CORP)

Target Net Assets. The Company agrees that the initial Target Business(es) in a Business that it acquires Combination must have a fair market value equal to at least 80% of the Company's net assets at the time of such acquisitionBusiness Combination. The fair market value of such business business(es) must be determined by the independent directors of the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings and earnings, cash flow and book value. If the independent directors of 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 Company's fair market value at the time of such acquisitionTarget Business(es), 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 criteriafair market value. 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: Warrant Agreement (Treehouse Partners CORP)

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Target Net Assets. The Company agrees that the initial Target Business that it acquires must have a fair market value equal to at least 80% of the Company's net assets 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 Target Business has a fair market value of at least 80% of the Company's fair market value amount in the Trust Fund at the time of such acquisition, 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 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 (TransTech Services Partners Inc.)

Target Net Assets. The Company agrees that the initial Target Business that it acquires must have a fair market value equal to at least 80% of the Company's net assets at the time of such acquisition, including any amount held in the Trust Fund subject to the conversion rights. 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 sufficient fair market value of at least 80% of the Company's fair market value at the time of such acquisitionvalue, 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 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 (Beverage Acquisition CORP)

Target Net Assets. The Company agrees that the initial Target Business that it acquires must have a fair market value equal to at least 80% of the Company's net assets 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 the 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 Company's fair market value at the time of such acquisition, the Company will obtain an opinion from an unaffiliated, independent investment banking firm which is a member of the NASD National Association of Securities Dealers, Inc. 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 (Millstream Acquisition Corp)

Target Net Assets. The Company agrees that the initial Target Business that it acquires must have a fair market value equal to at least 80% of the Company's net assets 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 Target Business has a fair market value of at least 80% of the Company's fair market value at the time of such acquisition, the Company will obtain an opinion from an unaffiliated, independent investment banking firm which is a member of the NASD 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 if the Company's Board of Directors independently determines that the Target Business does have sufficient fair market value.

Appears in 1 contract

Samples: Warrant Agreement (Education Media, Inc.)

Target Net Assets. The Company agrees that the initial Target Business that it acquires must have a fair market value equal to at least 80% of the Company's net assets amount of proceeds 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 Company's fair market value amount of proceeds in the Trust Fund at the time of such acquisition, 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 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 (Healthcare Acquisition Corp)

Target Net Assets. The Company agrees that the initial Target Business that it acquires must have a fair market value equal to at least 80% of the Company's ’s net assets at the time of such acquisition. The fair market value of such business must be determined by the Board of Directors of the EXHIBIT 1.1 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 Company's ’s fair market value at the time of such acquisition, 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 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 (India Globalization Capital, Inc.)

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