Criteria for the Initial Business Combination definition

Criteria for the Initial Business Combination means a Business Combination where the fair market value, either individually or collectively, of the operating business or businesses to be acquired is equal to at least 80% of the Corporation’s net assets (excluding deferred underwriting discounts and commissions held in the Trust Account) at the time of the execution of a definitive agreement or agreements for the acquisition. If such Business Combination involves more than one operating business, the acquisitions of such businesses must be consummated simultaneously. If the Corporation acquires a controlling, but less than 100%, interest in the Target Business, the fair market value of such controlling interest shall be used to determine whether the fair market value, either individually or collectively, of the Target Business or Businesses is equal to at least 80% of the Corporation’s net assets (excluding deferred underwriting discounts and commissions held in the Trust Account) at the time of the execution of a definitive agreement or agreements for the acquisition. The fair market value of a Target Business shall be based upon financial standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and book value). Fair market value may be determined by the Board or a committee thereof, and neither the Corporation nor the Board or any committee thereof shall be required to obtain a FMV Opinion (or any other third party opinion with regard to the fair market value of a Target Business). The Corporation, the Board or a committee thereof may, at any time and from time to time, elect to obtain one or more FMV Opinions (or other opinions). If the Corporation, the Board or a committee thereof obtains a FMV Opinion (or other opinion), it shall not, in making its determination, be limited to or required to rely solely on the FMV Opinion (or opinion), or, if more than one is obtained, any of them. If the Corporation, the Board or a committee thereof obtains and relies on a FMV Opinion (or, if more than one is obtained, any of them), the FMV Opinion on which the Corporation, the Board or such committee relies upon will become binding on all parties, including the Public Stockholders.
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Criteria for the Initial Business Combination shall have the meaning set forth in the Company’s Amended and Restated Certificate of Incorporation (the “Charter”); and “Business Combination” shall mean the acquisition by the Company, directly or through one or more subsidiaries, of (or of control of) one or more operating businesses through a merger, capital stock exchange, asset acquisition, stock purchase or other transaction (and for this purpose, an operating business includes an infrastructure project).
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Criteria for the Initial Business Combination shall have the meaning set forth in the Company’s Amended and Restated Certificate of Incorporation as in effect on the date hereof (the “Charter”). The Units (including the Initial Units and the Option Units), the shares of Common Stock and the Warrants included in the Units, and the shares of Common Stock issuable upon exercise of the Warrants are collectively referred to as the “Securities”. The shares of Common Stock and the Warrants included in the Initial Units will not be separately transferable until 20 days after the earlier to occur of (i) the expiration of the option described in Section 2(b) hereof to purchase Option Units or (ii) the exercise in full by the Underwriters of such option to purchase Option Units, provided that the Company has filed with the SEC an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the offering. The Company has caused the existing stockholders (the “Existing Stockholders”) to enter into a Stock Escrow Agreement with Continental Stock Transfer & Trust Company, on [______], 2007 (the “Escrow Agreement”) pursuant to which the shares of Common Stock owned by the Existing Stockholders immediately prior to the consummation of the offering and any shares of Common Stock included in Units offered by the Prospectus (as defined below) that are purchased by them will be held in escrow by the Escrow Agent for a three (3) year period commencing on the date of the Prospectus, subject to possible earlier termination on the occurrence of certain events described therein. In addition, the Existing Stockholders have purchased, pursuant to Warrant Subscription Agreements, dated [_____________], 2007 (collectively, the “Warrant Subscription Agreements”), an aggregate of [_________] warrants from the Company in a private placement, which was completed prior to the Effective Date, at a price of $0.90 per warrant, for an aggregate purchase price of $[_________] (the “Private Placement Warrants”). The Company has entered into a warrant agreement with respect to the Warrants and the Private Placement Warrants with Continental Stock Transfer & Trust Company on [________], 2007 (the “Warrant Agreement”). The Company has entered into an Investment Management Trust Agreement dated [______], 2007 (the “Trust Agreement”) with Continental Stock Transfer & Trust as Trustee, pursuant to which $[_________] (including deferred underwriting discounts and commissions of $[_________] as described in Section 2(d) hereof) of ...
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More Definitions of Criteria for the Initial Business Combination

Criteria for the Initial Business Combination shall have the meaning set forth in the Charter.
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Criteria for the Initial Business Combination shall have the meaning set forth in the Company’s Amended and Restated Certificate of Incorporation as in effect on the date hereof (the “Charter”). The Units (including the Initial Units and the Option Units), the shares of Common Stock and the Warrants included in the Units, and the shares of Common Stock issuable upon exercise of the Warrants are collectively referred to as the “Public Securities”. The Public Securities and the Representative’s Securities (as defined in Section 2(c) hereof) are hereinafter collectively referred to as the “Securities”. The shares of Common Stock and the Warrants included in the Initial Units will not be separately transferable until 20 days after the earlier to occur of (i) the expiration of the option described in Section 2(b) hereof to purchase Option Units or (ii) the exercise in full by the Underwriters of such option to purchase Option Units, provided that the Company has filed with the SEC an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the offering. The Company has agreed to sell to the Representative, for $80.00 in the aggregate, options to purchase an aggregate of 600,000 Units at a price of $10.00 per Unit (the “Representative’s Purchase Option”), and to sell to the Company’s existing stockholders (the “Initial Stockholders”), for $20.00 in the aggregate, options to purchase an aggregate of 150,000 Units at a price of $10.00 per Unit (the “Stockholder’s Purchase Option” and, together with the Representative’s Purchase Option, the
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Criteria for the Initial Business Combination shall have the meaning given to it in the Amended and Restated Certificate of Incorporation of the Company.
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Related to Criteria for the Initial Business Combination

  • Initial Business Combination means the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

  • Business Combination Date means the date upon which a Business Combination is consummated.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Business Combination Transaction means:

  • Business Combination means any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company.

  • Business Combination Proposal has the meaning set forth in Section 5.8.

  • TERMINATION OF THE INITIAL PUBLIC OFFERING means the earlier of (i) the date on which the Initial Public Offering expires or is terminated by the Company or (ii) the date on which all shares of stock offered in the Initial Public Offering are sold, excluding warrants, if any, offered thereunder and shares that may be acquired upon exercise of such warrants and shares offered thereunder that may be acquired pursuant to the Reinvestment Plan.

  • COMMENCEMENT OF THE INITIAL PUBLIC OFFERING means the date that the Securities and Exchange Commission declares effective the registration statement filed under the Securities Act for the Initial Public Offering.

  • Transaction Person with respect to a Transaction shall mean (i) any Person who (x) is or will become an Acquiring Person or a Principal Party (as such term is hereinafter defined) if the Transaction were to be consummated and (y) directly or indirectly proposed or nominated a director of the Company which director is in office at the time of consideration of the Transaction, or (ii) an Affiliate or Associate of such a Person.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Business concern or business means a business that has annual gross sales of less than $75,000,000 as evidenced by the federal income tax return of the business. A firm with gross sales in excess of this cap may apply to the Council for certification for a particular contract if the firm can demonstrate that the contract would have significant impact on businesses owned by minorities, women, or persons with disabilities as suppliers or subcontractors or in employment of minorities, women, or persons with disabilities.

  • Primary sector business means an individual, corporation, limited liability company,

  • Transaction Size means Lot Size multiplied by number of Lots.

  • Additional Business Centre(s means the city or cities specified as such in the relevant Final Terms;

  • UNE Combination means a combination of two (2) or more Unbundled Network Elements that were or were not previously combined or connected in Qwest's network, as required by the FCC, the Commission or this Agreement.

  • Mergers has the meaning set forth in the Recitals.

  • Qualified Initial Public Offering means any initial public offering of securities by the Company pursuant to an effective Registration Statement covering the sale of such securities, pursuant to which the Company shall actually receive aggregate net cash proceeds (not subject to any contingencies) equal to no less than $50,000,000.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Structures Act means the Local Government: Municipal Structures Act, 1998 (Act No. 117 of 1998);

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

  • Hostile Acquisition means the acquisition of the capital stock or other equity interests of a Person through a tender offer or similar solicitation of the owners of such capital stock or other equity interests which has not been approved (prior to such acquisition) by resolutions of the Board of Directors of such Person or by similar action if such Person is not a corporation, and as to which such approval has not been withdrawn.

  • Bidder from a country which shares a land border with India for the purpose of this Order means: -

  • Initial Business Plan means the business plan to be provided by the Franchisee to the Secretary of State as described in paragraph 2.1 of Schedule 13 (Information and Industry Initiatives);