Proposed Business Combination Clause Samples

Proposed Business Combination. (a) The officers and directors of the Company will not enter into a binding agreement for a proposed Business Combination or propose any Business Combination to shareholders of the Company unless such action is first approved by the Sponsor. (b) Subject to Section 1(a), the Sponsor and each Insider agrees that: (a) if the Company seeks shareholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any Shares owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any Shares owned by it, him or her in connection with such shareholder approval; (b) if the Company engages in a tender offer in connection with any proposed Business Combination, it, he or she shall not sell any Shares to the Company in connection therewith; and (c) if the Company seeks shareholder approval of any proposed amendment to the Charter prior to the consummation of a Business Combination, it, he or she shall not redeem any Shares owned by it, him or her in connection with such shareholder approval.
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Proposed Business Combination. The Sponsor and each Insider agrees that: (a) if the Company seeks shareholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any Shares owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any Shares owned by it, him or her in connection with such shareholder approval; (b) if the Company engages in a tender offer in connection with any proposed Business Combination, it, he or she shall not sell any Shares to the Company in connection therewith; and (c) if the Company seeks shareholder approval of any proposed amendment to the Charter prior to the consummation of a Business Combination, it, he or she shall not redeem any Shares owned by it, him or her in connection with such shareholder approval.
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Proposed Business Combination. A “Proposed Business Combination” is pending if the Employer has entered into a definitive agreement providing for a merger, consolidation or other transaction that, as the result of or in connection with such transaction or any combination of related transactions, will result in a Change in Control and such definitive agreement has not been terminated.
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Proposed Business Combination. The parties hereto agree negotiate in good faith with the intent of entering into a business combination on terms mutually agreeable to each party. Each party agrees to make its key officers and employees available to the other for the purpose of sharing information and to permit and facilitate and deliver all documents as shall be necessary to allow each party to do a due diligence investigation of the other party, as well as to cooperate regarding business development and financing matters during the negotiations.
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Proposed Business Combination. Except with respect to the transactions contemplated by this Agreement: (i) GAT has not had any inquiries, discussions, or negotiations, nor has it received any proposals, letters of intent, term sheets or agreements with any third party, in connection with any proposed or potential Business Combination, as that term is defined in Section 3.2(i); (ii) since February 4, 1997, GAT has not entered into any letter of intent, term sheet or agreement with any third party or made any public announcement in connection with a proposed, potential or actual Business Combination; and (iii) to the best of GAT's knowledge, neither the execution of this Agreement, nor the consummation of the transactions contemplated hereby, will result in any suit, action, investigation, claim or proceeding being commenced against BARRA, GAT or Innosearch, or their respective officers, directors, employees, agents or subsidiaries, or successors in interest.
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Proposed Business Combination. Except with respect to the transactions contemplated by this Agreement: (i) Innosearch has not had any inquiries, discussions, or negotiations, nor has it received any proposals, letters of intent, term sheets or agreements with any third party, in connection with any proposed or potential Business Combination, as that term is defined in Section 3.2(i); (ii) Since February 4, 1997, Innosearch has not entered into any letter of intent, term sheet or agreement with any third party or made any public announcement in connection with a proposed, potential or actual Business Combination; and (iii) to the best of the Innosearch Shareholder's knowledge, neither the execution of this Agreement, nor the consummation of the transactions contemplated hereby, will result in any suit, action, investigation, claim or proceeding being commenced against BARRA, Innosearch, or the Surviving Corporation or their respective officers, directors, employees, agents or subsidiaries, or successors in interest.
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Related to Proposed Business Combination

  • Initial Business Combination Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, prior to the date hereof, the Company has not identified any business combination target and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

  • Business Combination In the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company will provide the following to FINRA and the Representative prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related person” (as such term is defined in Rule 5110 of FINRA’s Rules) with respect to the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in any proxy or tender offer statement which the Company files in connection with the Business Combination.

  • 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.

  • Business Combination Vote It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board in connection with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such shareholder approval.

  • Failure to Consummate Business Combination The Placement Warrants shall be terminated upon the dissolution of the Company or in the event that the Company does not consummate the Business Combination within 24 months from the completion of the IPO.