Initial Business Combination definition

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;
Initial Business Combination shall have the meaning set forth in Article VII of the Amended and Restated Certificate of Incorporation.
Initial Business Combination means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses.

Examples of Initial Business Combination in a sentence

  • Furthermore, once the Company consummates the Initial Business Combination, it will be engaged in a business other than that of investing, reinvesting, owning, holding or trading securities.

  • The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination.

  • In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period.

  • The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Initial Business Combination for purposes of offering redemption of shares held by its shareholders or for soliciting shareholder approval, as applicable.

  • The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419 under the Act prior to the consummation of the Initial Business Combination, including, but not limited to, using its best efforts to prevent any of the Company’s outstanding securities from being deemed to be a “xxxxx stock” as defined in Rule 3a-51-1 under the Exchange Act during such period.


More Definitions of Initial Business Combination

Initial Business Combination means a Business Combination that meets the Criteria for the Initial Business Combination.
Initial Business Combination means a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar type of transaction, of one or more operating businesses (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Fund, excluding deferred underwriting discounts and commissions of $7.5 million, or approximately $8.63 million if the underwriters’ over-allotment option is exercised in full.
Initial Business Combination shall have the meaning set forth in the Charter.
Initial Business Combination means, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination, the acquisition or acquisition of control of one or more businesses or assets in connection with which the Company will require that a majority of IPO Shares voted by the Public Stockholders are voted in favor of such acquisition, a majority of the outstanding shares of Common Stock are voted in favor of the amendment to the Company’s amended and restated certificate of incorporation to provide for the Company’s perpetual existence in connection with a vote to approve the acquisition, and holders of less than 30% of the IPO Shares vote against such acquisition and exercise their conversion rights with respect to such IPO Shares in connection with a vote to approve the acquisition.
Initial Business Combination shall have the meaning set forth in the Company’s Amended and Restated Certificate of Incorporation.
Initial Business Combination. (as described more fully in the Registration Statement) shall mean any merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities (collectively, a “Target Business”) Pursuant to the Securities Subscription Agreement, dated January 29, 2021 (the “Securities Subscription Agreement”), the Company issued to TCV Acquisition Holdings, L.P. (the “Sponsor”) an aggregate of 10,000,000 Class B Ordinary Shares, par value $0.0001 per share (such shares, as well as the Ordinary Shares issuable upon conversion thereof, where applicable, the “Founder Shares”) in a private placement for an aggregate purchase price of $25,000 in cash. Up to 1,250,000 of the Founder Shares held by the Sponsor are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option. The Company has entered into a Private Placement Shares Purchase Agreement, dated as of the date hereof (the “Private Placement Shares Purchase Agreement”) with TCV Acquisition Holdings 2, L.P., a form of which is filed as an exhibit to the Registration Statement, pursuant to which TCV Acquisition Holdings 2, L.P. has agreed to purchase from the Company an aggregate of 1,000,000 Ordinary Shares (or up to 1,100,000 Ordinary Shares depending on the extent to which the Underwriters exercise their right to purchase Option Shares), each entitling the holder to purchase one Share (the “Private Placement Shares”) at a price of $10.00 per share ($10,000,000 in the aggregate, or $11,000,000 in the aggregate if the Underwriters exercise their right to purchase Option Shares in full) in a private placement that will occur simultaneously with the consummation of the Offering. The Private Placement Shares are substantially similar to the Firm Shares, except as described in the Prospectus. 1 Plus an option to purchase from the Company up to 5,000,000 additional Ordinary Shares to cover over-allotments, if any. The Company has issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as an exhibit to the Registration Statement (the “Promissory Note”), in exchange for the payment of the equivalent amount by the Sponsor to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of December 31, 2021 or the date of the consummation of the Offeri...
Initial Business Combination means the first transaction or series of transactions constituting a “Business Combination” within the meaning of the PubCo Charter.