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 consummation by the Company of a merger, capital stock exchange, stock purchase, asset acquisition, reorganization or similar business combination with one or more operating businesses.
Examples of Initial Business Combination in a sentence
The Sponsor acknowledges that, pursuant to the Non-Redemption Agreements, the Prior Sponsor agreed to transfer an aggregate of 443,577 Class A Shares to the non-redemption investors upon the consummation of an Initial Business Combination in consideration for such investors agreeing not to redeem their shares in connection with a vote to amend the SPAC’s Organizational Documents.
From and after the Closing, Acquiror shall be responsible for all liabilities of the SPAC, including the orderly liquidation and dissolution of the SPAC if it is unable to consummate an Initial Business Combination.
If the unpaid invoices set forth on Exhibit B are not paid by Sponsor within 30 days of the consummation of the Initial Business Combination, the SPAC shall deliver the Irrevocable Instructions to Continental to cancel the Retained Shares.
The Sponsor shall also give Acquiror a POA to vote the Retained Shares in connection with an Initial Business Combination or extension of time to consummate such an Initial Business Combination.
Except as set forth on Schedule 5.7, there are no obligations for the SPAC to transfer any securities or pay anyone fees in connection with the consummation of an Initial Business Combination.
More Definitions of Initial Business Combination
Initial Business Combination means the acquisition by the Company, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination, of one ore more businesses or assets.
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 shall have the meaning set forth in the Charter.
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...