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 the Company’s initial business combination, through a merger, share capital exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more operating businesses or assets.
Examples of Initial Business Combination in a sentence
From and after the Closing, Acquiror shall be responsible for all liabilities of the SPAC, including the orderly liquidation and dissolution of the SPAC in accordance with the SPAC Articles if it is unable to consummate an Initial Business Combination, as well as the reasonable and documented out-of-pocket expenses of the Sponsor or the resigning directors as expressly provided in Section 6 of this Agreement.
Acquiror (together with the target in any proposed Initial Business Combination) shall be responsible for the re-listing application in connection with such Initial Business Combination; provided that the Sponsor shall cooperate with any information reasonably requested from the Sponsor to complete and/or process the re-listing application with Nasdaq at the sole cost and expense of the SPAC or the Acquiror.
From and after the Closing Date and until the closing of the Initial Business Combination, each such resigning officer and director shall be fully covered by any and all D&O insurance policies owned by the SPAC, and shall be fully covered by any tail insurance coverage purchased by or on behalf of the SPAC, including, without limitation, in the event of any liquidation or dissolution of the SPAC.
More Definitions of Initial Business Combination
Initial Business Combination means the first transaction or series of transactions constituting a “Business Combination” within the meaning of the PubCo Charter.
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.
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 means the first acquisition, through merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction by the Company of another business occurring after the initial public offering of the Company.
Initial Business Combination shall have the meaning set forth in the Charter.
Initial Business Combination means a Business Combination (as defined below) that meets the Criteria for the Initial Business Combination (as defined below); and “Business Combination” means 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); “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”)....