Value of Target Business. The Company agrees that the initial Target Business that it acquires in an Initial Business Combination must have a 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 such acquisition. The fair market value of such business must be determined by the Board of Directors of the Company based upon one or more standards generally accepted by the financial community, such as actual and potential sales, earnings and cash flow and 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 such Initial Business Combination, the Company will obtain an opinion from an unaffiliated, independent investment banking firm which is a member of the 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.
Appears in 1 contract
Sources: Underwriting Agreement (Triplecrown Acquisition Corp.)
Value of Target Business. The Company agrees that the initial Target Business that it acquires in an Initial Business Combination must have a 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 such acquisition. The fair market value of such business must be determined by the Board of Directors of the Company based upon one or more standards generally accepted by the financial community, such as actual and potential sales, earnings and cash flow and 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 such Initial Business Combination, the Company will obtain an opinion from an unaffiliated, independent investment banking firm which is a member of the FINRA NASD 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 target business if the Company’s 's Board of Directors independently determines that the Target Business target business does have sufficient fair market value.
Appears in 1 contract
Sources: Underwriting Agreement (Alternative Asset Management Acquisition Corp.)
Value of Target Business. The Company agrees that the initial Target Business that it acquires in an Initial Business Combination must have a 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 such acquisition. The fair market value of such business must Target Business will be determined by the Board board of Directors directors of the Company based upon one or more standards generally accepted by the financial community, such as actual and potential sales, earnings and cash flow and book value. If the Board board of Directors 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 such Initial Business Combination, the Company will obtain an opinion from an unaffiliated, independent investment banking firm which is a member of the 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 board of Directors directors independently determines that the Target Business does have sufficient fair market value.
Appears in 1 contract
Sources: Underwriting Agreement (Overture Acquisition Corp.)