Common use of Value of Target Business Clause in Contracts

Value of Target Business. The Company agrees that the Target Business or Target Businesses that it acquires in an Initial Business Combination must have a collective fair market value equal to at least 80% of the sum of the balance in the Trust Account excluding the Deferred Discount, including any of which relates to the Option Securities, at the time of the execution of a definitive agreement for such Initial Business Combination, and that in no event will the Company acquire less than a controlling interest in a Target Business (meaning more than 50% of the voting securities of such Target Business). If the Company acquires less than 100% of one or more Target Businesses in the Initial Business Combination, the aggregate fair market value of the portion or portions of the Target Businesses acquired by the Company must equal at least 80% of the sum of the balance in the Trust Account excluding the Deferred Discount, including any of which relates to the Option Securities, at the time of the execution of a definitive agreement for such Initial Business Combination. The fair market value of a Target Business or Target Businesses must be determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, values of comparable businesses, earnings and cash flow and/or book value. If the Board of Directors of the Company is not able to independently determine that the Target Business has a fair market value of at least 80% of the sum of the balance in the Trust Account (excluding the Deferred Discount, including any of which relates to the Option Securities) at the time of the execution of a definitive agreement for such Initial Business Combination, the Company will obtain an opinion from an unaffiliated, independent investment banking firm which is a member of FINRA with respect to the satisfaction of such criteria. The Company is not required to obtain an opinion from an investment banking firm as to the fair market value of the Target Business if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value.