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). 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 15 contracts

Samples: Underwriting Agreement (Aldel Financial Inc.), Underwriting Agreement (FG New America Acquisition Corp.), Underwriting Agreement (Aldel Financial Inc.)

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Target Net Assets. The Company agrees that the Target Business or Businesses that it acquires must shall have a fair market value equal equal, in the aggregate, to at least 80% of the balance in the Trust Account Company's net assets at the time of the signing the of a definitive agreement for in connection with the Business Combination with such Target Business (excluding taxes payable)Combination. The fair market value of such business must be determined by the Board of Directors of the Company based upon one or more standards generally accepted by the financial community, such as which may include actual and potential sales, earnings, cash flow and and/or book value. If the Board of Directors of the Company is not able to independently determine that the target business meets such Target Business or Businesses have, in the aggregate, a fair market value requirementof at least 80% of the Company's net assets at the time of the signing of a definitive agreement in connection with the Business Combination, the Company will obtain an opinion from an unaffiliated, 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 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 or Businesses have sufficient fair market value.

Appears in 2 contracts

Samples: Purchase Agreement (National Energy Resources Acquisition CO), Purchase Agreement (National Energy Resources Acquisition CO)

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 balance in Company’s net assets, defined as total assets minus total liabilities (excluding the Trust Account Deferred Compensation), at the time of signing the definitive agreement for the such Business Combination with such Target Business (excluding taxes payable)Combination. The fair market value of such business business(es) 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, 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 meets such Target Business(es) has a fair market value requirementof at least 80% of the Company’s net assets (excluding the Deferred Compensation) at the time of such Business Combination, the Company will obtain an opinion from an unaffiliated, 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 from an investment banking firm as to the fair market value of the Target Business(es) if the Company’s Board of Directors independently determines that the Target Business does have Business(es) has a sufficient fair market value.

Appears in 2 contracts

Samples: Underwriting Agreement (Advanced Technology Acquisition Corp.), Underwriting Agreement (Advanced Technology 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). 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 2 contracts

Samples: Underwriting Agreement (Union Acquisition Corp. II), Underwriting Agreement (Union Acquisition Corp. II)

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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)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 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 1 contract

Samples: Underwriting Agreement (Hf2 Financial Management Inc.)

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