Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 384 contracts
Sources: Underwriting Agreement (Cantor Equity Partners V, Inc.), Underwriting Agreement (Cantor Equity Partners IV, Inc.), Underwriting Agreement (McKinley Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 140 contracts
Sources: Underwriting Agreement (Calisa Acquisition Corp), Underwriting Agreement (Blueport Acquisition LTD), Underwriting Agreement (Thunderstone Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider Initial Stockholder unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company's stockholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 115 contracts
Sources: Underwriting Agreement (Restaurant Acquisition Partners, Inc.), Underwriting Agreement (Restaurant Acquisition Partners, Inc.), Underwriting Agreement (Restaurant Acquisition Partners, Inc.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider Initial Stockholder unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s stockholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 101 contracts
Sources: Underwriting Agreement (Capital Ten Acquisition Corp.), Underwriting Agreement (New Asia Partners China I Corp), Underwriting Agreement (New Asia Partners China CORP)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider of its officers, directors or Initial Shareholders unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that regulated by FINRA stating the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 57 contracts
Sources: Underwriting Agreement (Mars Acquisition Corp.), Underwriting Agreement (Mars Acquisition Corp.), Underwriting Agreement (TenX Keane Acquisition)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider the Initial Shareholders or an officer or director of the Company unless (i) the Company obtains an opinion from an independent investment banking firm regulated by FINRA or another independent entity that commonly renders valuation opinions that accounting firm stating the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 38 contracts
Sources: Underwriting Agreement (Alphatime Acquisition Corp), Underwriting Agreement (Alphatime Acquisition Corp), Underwriting Agreement (CHW Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider the Initial Stockholders or an officer or director of the Company unless (i) the Company obtains an opinion from an independent investment banking firm regulated by FINRA or another independent entity that commonly renders valuation opinions that accounting firm stating the Business Combination is fair to the Company Company’s stockholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 32 contracts
Sources: Underwriting Agreement (Hudson Acquisition I Corp.), Underwriting Agreement (Hudson Acquisition I Corp.), Underwriting Agreement (International Media Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company or a committee of independent and disinterested members of its board of directors obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 29 contracts
Sources: Underwriting Agreement (Chenghe Acquisition III Co.), Underwriting Agreement (Chenghe Acquisition III Co.), Underwriting Agreement (Chenghe Acquisition III Co.)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless Respondent unless, in each case, (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation fairness opinions on the type of target business the Company is seeking to acquire that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 27 contracts
Sources: Underwriting Agreement (GigCapital8 Corp.), Underwriting Agreement (GigCapital8 Corp.), Underwriting Agreement (GigCapital8 Corp.)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless Respondent unless, in each case, (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly regularly renders valuation fairness opinions on the type of target business the Company is seeking to acquire that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 26 contracts
Sources: Underwriting Agreement (RF Acquisition Corp.), Underwriting Agreement (RF Acquisition Corp.), Underwriting Agreement (RF Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with the Sponsor or any Insider of the Company’s officers and directors unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions stating that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 26 contracts
Sources: Underwriting Agreement (Fortune Joy International Acquisition Corp), Underwriting Agreement (Fortune Joy International Acquisition Corp), Underwriting Agreement (Fortune Joy International Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm that is a member of FINRA, or another from an independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 24 contracts
Sources: Underwriting Agreement (Cartesian Growth Corp II), Underwriting Agreement (HCM Acquisition Corp), Underwriting Agreement (Cartesian Growth Corp II)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm that is a member of FINRA or another an independent entity that commonly renders valuation opinions accounting firm that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionview.
Appears in 23 contracts
Sources: Underwriting Agreement (Newbridge Acquisition LTD), Underwriting Agreement (Drugs Made in America Acquisition Corp.), Underwriting Agreement (Black Hawk Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider the Initial Shareholder or an officer or director of the Company unless (i) the Company obtains an opinion from an independent investment banking firm regulated by FINRA or another independent entity that commonly renders valuation opinions that accounting firm stating the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 22 contracts
Sources: Underwriting Agreement (Expectation Acquisition Corp), Underwriting Agreement (Giant Oak Acquisition Corp), Underwriting Agreement (Flag Ship Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm which is a member of FINRA or another independent entity a valuation or appraisal firm stating that commonly renders valuation opinions that the such an initial Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 20 contracts
Sources: Underwriting Agreement (Atlantic Coastal Acquisition Corp. II), Underwriting Agreement (Atlantic Coastal Acquisition Corp. II), Underwriting Agreement (Atlantic Coastal Acquisition Corp. II)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm, or from an independent accounting firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 20 contracts
Sources: Underwriting Agreement (Lake Superior Acquisition Corp), Underwriting Agreement (Dynamix Corp III), Underwriting Agreement (Lake Superior Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider the Sponsor or an officer or director of the Company unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that stating the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 18 contracts
Sources: Underwriting Agreement (Rising Dragon Acquisition Corp.), Underwriting Agreement (YHN Acquisition I LTD), Underwriting Agreement (Rising Dragon Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (ia) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (iib) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 18 contracts
Sources: Underwriting Agreement (IB Acquisition Corp.), Underwriting Agreement (IB Acquisition Corp.), Underwriting Agreement (IB Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider the Sponsor or the Company’s officers or directors unless (i) the Company or a committee of independent directors obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions stating that the consideration to be paid by the Company in the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 15 contracts
Sources: Underwriting Agreement (Blue Acquisition Corp/Cayman), Underwriting Agreement (Blue Acquisition Corp/Cayman), Underwriting Agreement (Oyster Enterprises II Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions opinions, stating that the consideration to be paid by the Company in such an initial Business Combination is fair to the Company from a financial point of view view, and (ii) such transaction is approved by a majority of the Company’s disinterested and independent directors (if there are any) approve such transactiondirectors.
Appears in 14 contracts
Sources: Underwriting Agreement (FutureCrest Acquisition Corp.), Underwriting Agreement (FutureCrest Acquisition Corp.), Underwriting Agreement (Trailblazer Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider of its officers, directors or Initial Stockholders unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that regulated by FINRA stating the Business Combination is fair to the Company Company’s stockholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 14 contracts
Sources: Underwriting Agreement (Avalon Acquisition Inc.), Underwriting Agreement (Avalon Acquisition Inc.), Underwriting Agreement (Minority Equality Opportunities Acquisition Inc.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider the Sponsor or an officer or director of the Company unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that stating the Business Combination is fair to the Company Company’s stockholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 14 contracts
Sources: Underwriting Agreement (Atlas Growth Acquisition LTD), Underwriting Agreement (Atlas Growth Acquisition LTD), Underwriting Agreement (Mana Capital Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with the Sponsor or any Insider of the Company’s officers and directors unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions stating that the Business Combination is fair to the Company Company’s stockholder from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 13 contracts
Sources: Underwriting Agreement (99 Acquisition Group Inc.), Underwriting Agreement (99 Acquisition Group Inc.), Underwriting Agreement (Biotech Group Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider Company Affiliate unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 13 contracts
Sources: Underwriting Agreement (Korea Milestone Acquisition CORP), Underwriting Agreement (GSME Acquisition Partners I), Underwriting Agreement (Indas Green Acquisition CORP)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider of its officers, directors or Initial Shareholders unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that stating the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 12 contracts
Sources: Underwriting Agreement (Zi Toprun Acquisition Corp.), Underwriting Agreement (Zi Toprun Acquisition Corp.), Underwriting Agreement (Zi Toprun Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider Initial Shareholder unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that regulated by FINRA stating the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 12 contracts
Sources: Underwriting Agreement (Trident Acquisitions Corp.), Underwriting Agreement (Trident Acquisitions Corp.), Underwriting Agreement (Trident Acquisitions Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider the Initial Shareholders or an officer or director of the Company unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions that stating the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 11 contracts
Sources: Underwriting Agreement (Gardiner Healthcare Acquisitions Corp.), Underwriting Agreement (Gardiner Healthcare Acquisitions Corp.), Underwriting Agreement (Gardiner Healthcare Acquisitions Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with the Sponsor or any Insider of the Company’s officers and directors unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions that stating the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 11 contracts
Sources: Underwriting Agreement (AXIOS Sustainable Growth Acquisition Corp), Underwriting Agreement (AXIOS Sustainable Growth Acquisition Corp), Underwriting Agreement (Edoc Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) in each case a majority of the Company’s disinterested and independent directors (if there are any) approve such transactiontransaction and the Company obtains a Fairness Opinion (as defined in Section 3.32.3).
Appears in 10 contracts
Sources: Underwriting Agreement (LaFayette Acquisition Corp.), Underwriting Agreement (LaFayette Acquisition Corp.), Underwriting Agreement (Indigo Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm that is a member of FINRA or another an independent entity accounting firm that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionview.
Appears in 10 contracts
Sources: Underwriting Agreement (Crown Reserve Acquisition Corp. I), Underwriting Agreement (Quantumsphere Acquisition Corp), Underwriting Agreement (Quantumsphere Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider Initial Shareholder unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 9 contracts
Sources: Underwriting Agreement (China Growth Alliance LTD), Underwriting Agreement (China Discovery Acquisition Corp.), Underwriting Agreement (China Fortune Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless (i) in each case the Company obtains an opinion from an independent investment banking firm firm, or another independent entity that commonly renders valuation opinions on the type of Target Business the Company is seeking to acquire, that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 8 contracts
Sources: Underwriting Agreement (HL Acquisitions Corp.), Underwriting Agreement (HL Acquisitions Corp.), Underwriting Agreement (PENSARE ACQUISITION Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider Company Affiliate unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionview.
Appears in 8 contracts
Sources: Underwriting Agreement (Andina Acquisition Corp. II), Underwriting Agreement (Andina Acquisition Corp. II), Underwriting Agreement (Andina Acquisition Corp. II)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider Initial Shareholder unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions that stating the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 8 contracts
Sources: Underwriting Agreement (Chardan Healthcare Acquisition 2 Corp.), Underwriting Agreement (Chardan Healthcare Acquisition 2 Corp.), Underwriting Agreement (LifeSci Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider of its officers, directors or Initial Shareholders unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions that or an independent accounting firm to determine the fair market value of the target business or businesses stating the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 8 contracts
Sources: Underwriting Agreement (BEST SPAC I Acquisition Corp.), Underwriting Agreement (BEST SPAC I Acquisition Corp.), Underwriting Agreement (ASPAC III Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless Respondent unless, in each case, (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation fairness opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 8 contracts
Sources: Underwriting Agreement (Novus Capital Corp), Underwriting Agreement (Novus Capital Corp), Underwriting Agreement (Novus Capital Corp)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider Respondent unless (i) in each case the Company obtains an opinion from an independent investment banking firm firm, or another independent entity that commonly renders valuation opinions on the type of Target Business the Company is seeking to acquire, that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 7 contracts
Sources: Underwriting Agreement (Opes Acquisition Corp.), Underwriting Agreement (Opes Acquisition Corp.), Underwriting Agreement (Union Acquisition Corp.)
Business Combinations. The Company will not consummate a the Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 7 contracts
Sources: Underwriting Agreement (StoneBridge Acquisition II Corp), Underwriting Agreement (StoneBridge Acquisition II Corp), Underwriting Agreement (StoneBridge Acquisition II Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm which is a member of FINRA or another from an independent entity accounting firm stating that commonly renders valuation opinions that the such a Business Combination is fair to the Company from a financial point of view view, and (ii) such transaction is approved by a majority of the Company’s disinterested and independent directors (if there are any) approve such transactiondirectors.
Appears in 6 contracts
Sources: Underwriting Agreement (Launch Two Acquisition Corp.), Underwriting Agreement (Launch Two Acquisition Corp.), Underwriting Agreement (Launch One Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider Company Affiliate unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions reasonably acceptable to the Underwriter that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 6 contracts
Sources: Underwriting Agreement (China VantagePoint Acquisition Co), Underwriting Agreement (China VantagePoint Acquisition Co), Underwriting Agreement (China VantagePoint Acquisition Co)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions stating that the such an initial Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 6 contracts
Sources: Underwriting Agreement (1RT Acquisition Corp.), Underwriting Agreement (1RT Acquisition Corp.), Underwriting Agreement (SIM Acquisition Corp. I)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm that is a member of FINRA, or another from an independent entity that commonly renders valuation opinions accounting firm, that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 6 contracts
Sources: Underwriting Agreement (ITHAX Acquisition Corp.), Underwriting Agreement (ITHAX Acquisition Corp.), Underwriting Agreement (Sarissa Capital Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider Company Affiliate unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 5 contracts
Sources: Underwriting Agreement (Western Acquisition Ventures Corp.), Underwriting Agreement (Western Acquisition Ventures Corp.), Underwriting Agreement (Western Acquisition Ventures Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm which is a member of FINRA or another independent entity a valuation or appraisal firm stating that commonly renders valuation opinions that the such an initial Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 5 contracts
Sources: Underwriting Agreement (M3-Brigade Acquisition III Corp.), Underwriting Agreement (M3-Brigade Acquisition II Corp.), Underwriting Agreement (Arrowroot Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 5 contracts
Sources: Underwriting Agreement (Pacific Special Acquisition Corp.), Underwriting Agreement (Pacific Special Acquisition Corp.), Underwriting Agreement (DT Asia Investments LTD)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions stating that the consideration to by paid by the Company in such an initial Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 5 contracts
Sources: Underwriting Agreement (HCM Iii Acquisition Corp.), Underwriting Agreement (HCM Iii Acquisition Corp.), Underwriting Agreement (HCM II Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of the independent directors of the Company, obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionview.
Appears in 5 contracts
Sources: Underwriting Agreement (Aetherium Acquisition Corp), Underwriting Agreement (Aetherium Acquisition Corp), Underwriting Agreement (Aetherium Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm firm, or another independent entity valuation or appraisal firm that commonly renders valuation opinions fairness opinions, that the Business Combination is fair to the Company Company’s stockholders from a financial point of view perspective and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 5 contracts
Sources: Underwriting Agreement (Union Acquisition Corp. II), Underwriting Agreement (Pivotal Investment Corp II), Underwriting Agreement (Pivotal Investment Corp II)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent directors, obtains an opinion from an independent investment banking firm firm, or from another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 5 contracts
Sources: Underwriting Agreement (Origin Investment Corp I), Underwriting Agreement (Origin Investment Corp I), Underwriting Agreement (Translational Development Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider Initial Stockholder unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that stating the Business Combination is fair to the Company Company’s stockholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 5 contracts
Sources: Underwriting Agreement (Pinpoint Advance CORP), Underwriting Agreement (BBV Vietnam S.E.A. Acquisition Corp.), Underwriting Agreement (Pinpoint Advance CORP)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another a qualified independent entity accounting firm that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 5 contracts
Sources: Underwriting Agreement (Global Consumer Acquisition Corp), Underwriting Agreement (Global Consumer Acquisition Corp), Underwriting Agreement (Global Consumer Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions stating that the such an initial Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 5 contracts
Sources: Underwriting Agreement (Pioneer Acquisition I Corp), Underwriting Agreement (Pioneer Acquisition I Corp), Underwriting Agreement (Voyager Acquisition Corp./Cayman Islands)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair with respect to the Company from a financial point satisfaction of view such criteria and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 5 contracts
Sources: Underwriting Agreement (Papaya Growth Opportunity Corp. I), Underwriting Agreement (Papaya Growth Opportunity Corp. I), Underwriting Agreement (Papaya Growth Opportunity Corp. I)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider Insider, officer or director unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 5 contracts
Sources: Underwriting Agreement (Quartet Merger Corp.), Underwriting Agreement (Quartet Merger Corp.), Underwriting Agreement (Quartet Merger Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company and its stockholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 4 contracts
Sources: Underwriting Agreement (Sanaby Health Acquisition Corp. I), Underwriting Agreement (Sanaby Health Acquisition Corp. I), Underwriting Agreement (EG Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions reasonably acceptable to the Representative that the Business Combination is fair to the Company Company’s stockholders from a financial point of view perspective and (ii) such transaction is approved by a majority of the Company’s disinterested independent directors. No Insider or any affiliate of an Insider shall receive any fees of any type (other than reimbursement of ordinary and independent directors (if there are anycustomary expenses incurred on behalf of the Company) approve such transactionin connection with any Business Combination.
Appears in 4 contracts
Sources: Underwriting Agreement (Harmony Merger Corp.), Underwriting Agreement (Harmony Merger Corp.), Underwriting Agreement (Harmony Merger Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm which is a member of FINRA or another independent entity that commonly renders a valuation opinions or appraisal firm stating that the Business Combination consideration to be paid by the Company in such an initial business combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 4 contracts
Sources: Underwriting Agreement (Spark I Acquisition Corp), Underwriting Agreement (Spark I Acquisition Corp), Underwriting Agreement (Inflection Point Acquisition Corp. II)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider the Initial Stockholders or an officer or director of the Company unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions that stating the Business Combination is fair to the Company Company’s stockholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 4 contracts
Sources: Underwriting Agreement (Chardan Nextech Acquisition Corp.), Underwriting Agreement (Monterey Bio Acquisition Corp), Underwriting Agreement (Monterey Bio Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm which is a member of FINRA or another an independent entity that commonly renders valuation opinions stating that the such an initial Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 4 contracts
Sources: Underwriting Agreement (BTC Development Corp.), Underwriting Agreement (BTC Development Corp.), Underwriting Agreement (Cohen Circle Acquisition Corp. I)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider Company Affiliate unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions reasonably acceptable to the Representative that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 4 contracts
Sources: Underwriting Agreement (Universal Business Payment Solutions Acquisition Corp), Underwriting Agreement (Trio Merger Corp.), Underwriting Agreement (Universal Business Payment Solutions Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider the Initial Stockholders or an officer or director of the Company unless (i) the Company obtains an opinion from opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions for the type of company the Company is seeking to acquire or an independent accounting firm that the Company’s Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionview.
Appears in 4 contracts
Sources: Underwriting Agreement (Arisz Acquisition Corp.), Underwriting Agreement (Arisz Acquisition Corp.), Underwriting Agreement (Blockchain Moon Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider Respondent unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly regularly renders valuation fairness opinions on the type of target business the Company is seeking to acquire that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 4 contracts
Sources: Underwriting Agreement (Big Rock Partners Acquisition Corp.), Underwriting Agreement (Big Rock Partners Acquisition Corp.), Underwriting Agreement (Draper Oakwood Technology Acquisition Inc.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s stockholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 3 contracts
Sources: Underwriting Agreement (Lumax Acquisition Corp.), Underwriting Agreement (China Evergreen Acquisition Corp.), Underwriting Agreement (Lumax Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider the Initial Stockholder or an officer or director of the Company unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions for the type of company the Company is seeking to acquire or an independent accounting firm that the Company’s Business Combination is fair to the Company and the Company’s stockholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 3 contracts
Sources: Underwriting Agreement (Bellevue Life Sciences Acquisition Corp.), Underwriting Agreement (Bellevue Life Sciences Acquisition Corp.), Underwriting Agreement (Bellevue Life Sciences Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider Initial Shareholders unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 3 contracts
Sources: Underwriting Agreement (Spring Creek Acquisition Corp.), Underwriting Agreement (Spring Creek Acquisition Corp.), Underwriting Agreement (Spring Creek Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm which is a member of FINRA or another from an independent entity accounting firm stating that commonly renders valuation opinions that the such an initial Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 3 contracts
Sources: Underwriting Agreement (Virtuoso Acquisition Corp. 2), Underwriting Agreement (DTRT Health Acquisition Corp.), Underwriting Agreement (DTRT Health Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionview.
Appears in 3 contracts
Sources: Underwriting Agreement (Black Mountain Acquisition Corp.), Underwriting Agreement (Adit EdTech Acquisition Corp.), Underwriting Agreement (Adit EdTech Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions opinions, stating that the Business Combination is fair to the Company from a financial point of view view, and (ii) such transaction is approved by a majority of the Company’s disinterested and independent directors (if there are any) approve such transactiondirectors.
Appears in 3 contracts
Sources: Underwriting Agreement (Drugs Made in America Acquisition II Corp.), Underwriting Agreement (Drugs Made in America Acquisition II Corp.), Underwriting Agreement (Drugs Made in America Acquisition II Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider of its officers, directors or Initial Stockholders unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that stating the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 3 contracts
Sources: Underwriting Agreement (Arogo Capital Acquisition Corp.), Underwriting Agreement (Arogo Capital Acquisition Corp.), Underwriting Agreement (Arogo Capital Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent directors, obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions stating that the consideration to be paid by the Company in such an initial Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 3 contracts
Sources: Underwriting Agreement (New Providence Acquisition Corp. III/Cayman), Underwriting Agreement (Sizzle Acquisition Corp. II), Underwriting Agreement (Sizzle Acquisition Corp. II)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions for the type of company the Company is seeking to acquire or an independent accounting firm that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 3 contracts
Sources: Underwriting Agreement (StoneBridge Acquisition Corp.), Underwriting Agreement (StoneBridge Acquisition Corp.), Underwriting Agreement (StoneBridge Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions on the type of company the Company is seeking to acquire or from an independent accounting firm that the Business Combination is fair to the Company Company’s stockholders from a financial point perspective. No Insider or any affiliate of view an Insider shall receive any fees of any type (other than reimbursement of ordinary and (ii) a majority customary expenses incurred on behalf of the Company’s disinterested and independent directors (if there are any) approve such transactionin connection with any Business Combination.
Appears in 3 contracts
Sources: Underwriting Agreement (Haymaker Acquisition Corp.), Underwriting Agreement (Haymaker Acquisition Corp.), Underwriting Agreement (Haymaker Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another a qualified independent entity that commonly renders valuation opinions accounting firm that the Business Combination is fair to the Company Company’s unaffiliated stockholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 3 contracts
Sources: Underwriting Agreement (KLR Energy Acquisition Corp.), Underwriting Agreement (KLR Energy Acquisition Corp.), Underwriting Agreement (KLR Energy Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm which is a member of FINRA or another independent entity that commonly renders a valuation opinions or appraisal firm stating that the consideration to be paid by the Company in such initial Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 3 contracts
Sources: Underwriting Agreement (M3-Brigade Acquisition v Corp.), Underwriting Agreement (M3-Brigade Acquisition v Corp.), Underwriting Agreement (M3-Brigade Acquisition v Corp.)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with the Sponsor or any Insider officer or director or their respective affiliates (each an “Insider”) unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 3 contracts
Sources: Underwriting Agreement (CB Pharma Acquisition Corp.), Underwriting Agreement (CB Pharma Acquisition Corp.), Underwriting Agreement (CB Pharma Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s shareholders from a financial point of view perspective and (ii) such transaction is approved by a majority of the Company’s disinterested and independent directors (if there are anythe Company has any at that time). No Insider or any affiliate of an Insider shall receive any fees of any type (other than reimbursement of ordinary and customary expenses incurred on behalf of the Company) approve such transactionin connection with any Business Combination.
Appears in 2 contracts
Sources: Underwriting Agreement (Electrum Special Acquisition Corp), Underwriting Agreement (Electrum Special Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm which is a member of FINRA or another independent entity a valuation or appraisal firm stating that commonly renders valuation opinions that the such an initial Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s 's disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Sources: Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I), Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider Initial Shareholder, officer or director unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions that stating the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 2 contracts
Sources: Underwriting Agreement (Globis Acquisition Corp.), Underwriting Agreement (Globis Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm firm, or another from an independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Sources: Underwriting Agreement (Alchemy Investments Acquisition Corp 1), Underwriting Agreement (Alchemy Investments Acquisition Corp 1)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent directors, obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions stating that the consideration to be paid by the Company in such initial Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionview.
Appears in 2 contracts
Sources: Underwriting Agreement (M3-Brigade Acquisition VI Corp.), Underwriting Agreement (M3-Brigade Acquisition VI Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider Initial Stockholder or an officer or director of the Company unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions for the type of company the Company is seeking to acquire or an independent accounting firm that the Company’s Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionview.
Appears in 2 contracts
Sources: Underwriting Agreement (Redwoods Acquisition Corp.), Underwriting Agreement (Redwoods Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider the Sponsor, its officers or directors, or non-managing sponsor investors unless (i) the Company or a committee of independent and disinterested members of its board of directors obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Sources: Underwriting Agreement (Galata Acquisition Corp. II), Underwriting Agreement (Galata Acquisition Corp. II)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider Initial Shareholder, officer or director unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions that opinions, or an independent accounting firm stating the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 2 contracts
Sources: Underwriting Agreement (Megalith Financial Acquisition Corp), Underwriting Agreement (Megalith Financial Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination such initial business combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Sources: Underwriting Agreement (Blockchain Coinvestors Acquisition Corp. I), Underwriting Agreement (Blockchain Coinvestors Acquisition Corp. I)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent directors, obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Sources: Underwriting Agreement (Colombier Acquisition Corp. Ii), Underwriting Agreement (Colombier Acquisition Corp. Ii)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another a qualified independent entity accounting firm that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionview.
Appears in 2 contracts
Sources: Underwriting Agreement (Namaste World Acquisition Corp), Underwriting Agreement (Namaste World Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider the Initial Stockholders or an officer or director of the Company unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions that or an independent accounting firm to determine the fair market value of the target business or businesses for the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionCombination.
Appears in 2 contracts
Sources: Underwriting Agreement (Yotta Acquisition Corp), Underwriting Agreement (Yotta Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless Respondent unless, in each case, (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly regularly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Sources: Underwriting Agreement (Property Solutions Acquisition Corp.), Underwriting Agreement (Property Solutions Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions on the type of Target Business the Company is seeking to acquire that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Sources: Underwriting Agreement (Bison Capital Acquisition Corp.), Underwriting Agreement (Bison Capital Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm which is a member of FINRA or another from an independent entity that commonly renders valuation opinions stating that the such a Business Combination is fair to the Company from a financial point of view view, and (ii) such transaction is approved by a majority of the Company’s disinterested and independent directors (if there are any) approve such transactiondirectors.
Appears in 2 contracts
Sources: Underwriting Agreement (Cartesian Growth Corp III), Underwriting Agreement (Cartesian Growth Corp III)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) unless the Company Company, or a committee of its independent directors, obtains an opinion from an independent investment banking firm which is a member of FINRA or another an independent entity accounting firm stating that commonly renders valuation opinions that the such an initial Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Sources: Underwriting Agreement (Intelligent Medicine Acquisition Corp.), Underwriting Agreement (Intelligent Medicine Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions opinions, that the such initial Business Combination is fair to the Company from a financial point of view view, and (ii) such transaction is approved by a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction).
Appears in 2 contracts
Sources: Underwriting Agreement (Endeavor Acquisition Corp.), Underwriting Agreement (BioPlus Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider of the Sponsors or any officer or director or their respective affiliates (each an “Insider”) unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Sources: Underwriting Agreement (Barington/Hilco Acquisition Corp.), Underwriting Agreement (Barington/Hilco Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with the Sponsor or any Insider officer or director (each an “Insider”) unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Sources: Underwriting Agreement (1347 Capital Corp), Underwriting Agreement (1347 Capital Corp)
Business Combinations. The Company will not consummate a an initial Business Combination with any entity that which is affiliated with any Insider the Initial Shareholders or an officer or director of the Company unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity firm that commonly renders valuation opinions that stating the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 2 contracts
Sources: Underwriting Agreement (WinVest Acquisition Corp.), Underwriting Agreement (WinVest Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that which is affiliated with any Insider Initial Securityholder unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company's stockholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transactionperspective.
Appears in 2 contracts
Sources: Underwriting Agreement (Viceroy Acquisition CORP), Underwriting Agreement (Santa Monica Media CORP)
Business Combinations. The Company will not consummate a Business Combination with any an entity that is affiliated with any Insider Insider, officer or director unless (i) in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions reasonably acceptable to the Representative that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Sources: Underwriting Agreement (Cambridge Capital Acquisition Corp), Underwriting Agreement (Cambridge Capital Acquisition Corp)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions stating that the such an initial Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Sources: Underwriting Agreement (Titan Acquisition Corp.), Underwriting Agreement (Titan Acquisition Corp.)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated (as defined in the amendment to the Charter Documents) with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm which is a member of FINRA or another independent entity that commonly renders a valuation opinions or appraisal firm stating that the Business Combination consideration to be paid by the Company in such an initial business combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Sources: Underwriting Agreement (Inflection Point Acquisition Corp. III), Underwriting Agreement (Inflection Point Acquisition Corp. III)
Business Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company Company, or a committee of its independent and disinterested directors, obtains an opinion from an independent investment banking firm that is a FINRA member, or another from an independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company Company’s shareholders from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
Appears in 2 contracts
Sources: Underwriting Agreement (Chenghe Acquisition II Co.), Underwriting Agreement (Chenghe Acquisition II Co.)