Common use of Value of Target Business Clause in Contracts

Value of Target Business. The Company agrees that the initial Target Business or any portion(s) thereof that it acquires in an Initial Business Combination must have an aggregate fair market value equal to at least 80% 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 or any portion(s) thereof has a fair market value of at least 80% 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 in order for the Company to consummate the Initial Business Combination.

Appears in 1 contract

Sources: Underwriting Agreement (Prospect Acquisition Corp)

Value of Target Business. The Company agrees that the initial Target Business or any portion(s) thereof that it acquires in an Initial Business Combination must have an aggregate fair market value equal to at least 80% 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 or any portion(s) thereof has a fair market value of at least 80% 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 ’s Board of Directors independently determines that the Target Business does have sufficient fair market value in order for the Company to consummate the Initial Business Combination.

Appears in 1 contract

Sources: Underwriting Agreement (Prospect Acquisition Corp)