Common use of Value of Target Business Clause in Contracts

Value of Target Business. The Company agrees that the initial Target Business that it acquires in a Business Combination must have a fair market value equal to at least 80% of the 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 has a fair market value of at least 80% of the Trust Fund at the time of such Business Combination, 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 of the target business if the Company’s Board of Directors independently determines that the target business does have sufficient fair market value.

Value of Target Business. The Company agrees that the initial Target Business that it acquires in a an Initial Business Combination must have a collective fair market value equal to at least 80% of the amount balance in the Trust Fund Account (exclusive of the Deferred Discount) at the time of such acquisition. The fair market value of such business must the Target Business will be determined by the Company’s Board of Directors of the Company based upon one or more standards generally accepted by the financial community, such as community (which may include actual and potential salesrevenues, earnings and earnings, cash flow and and/or book value). If the Company’s 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 Trust Fund at the time of such Business Combinationvalue, 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 of the target business Target Business if the Company’s Board of Directors independently determines that the target business Target Business does have sufficient fair market value.