Initial Business Combination definition
Initial Business Combination means the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;
Initial Business Combination shall have the meaning set forth in Article VII of the Amended and Restated Certificate of Incorporation.
Initial Business Combination means the consummation by the Company of a merger, capital stock exchange, stock purchase, asset acquisition, reorganization or similar business combination with one or more operating businesses.
Examples of Initial Business Combination in a sentence
From and after the Closing, Acquiror shall be responsible for all liabilities of the SPAC, including the orderly liquidation and dissolution of the SPAC in accordance with the SPAC Articles if it is unable to consummate an Initial Business Combination, as well as the reasonable and documented out-of-pocket expenses of the Sponsor or the resigning directors as expressly provided in Section 6 of this Agreement.
Acquiror (together with the target in any proposed Initial Business Combination) shall be responsible for the re-listing application in connection with such Initial Business Combination; provided that the Sponsor shall cooperate with any information reasonably requested from the Sponsor to complete and/or process the re-listing application with Nasdaq at the sole cost and expense of the SPAC or the Acquiror.
From and after the Closing Date and until the closing of the Initial Business Combination, each such resigning officer and director shall be fully covered by any and all D&O insurance policies owned by the SPAC, and shall be fully covered by any tail insurance coverage purchased by or on behalf of the SPAC, including, without limitation, in the event of any liquidation or dissolution of the SPAC.
More Definitions of Initial Business Combination
Initial Business Combination means the first transaction or series of transactions constituting a “Business Combination” within the meaning of the PubCo Charter.
Initial Business Combination means the acquisition by the Company, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination, of one ore more businesses or assets.
Initial Business Combination means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses.
Initial Business Combination means a Business Combination that meets the Criteria for the Initial Business Combination.
Initial Business Combination means a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar type of transaction, of one or more operating businesses (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Fund, excluding deferred underwriting discounts and commissions of $7.5 million, or approximately $8.63 million if the underwriters’ over-allotment option is exercised in full.
Initial Business Combination shall have the meaning set forth in the Charter.
Initial Business Combination means a business combination with one or more target businesses that have an aggregate fair market value of at least 80% of the amount held in the Trust Account (excluding the amount held in the trust account representing the Underwriters’ deferred commission) at the time of the signing of a definitive agreement in connection with an Initial Business Combination; (c) “Founders’ Units” shall mean the 7,187,500 units of the Company in aggregate amount acquired by the Sponsor prior to the consummation of the Offering, with each unit consisting of one share of Common Stock (the “Founders’ Common Stock”) and one warrant to purchase one share of Common Stock (the “Founders’ Warrants”), of which an aggregate of 86,250 Founders’ Common Stock were subsequently transferred to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇; (d) “Public Stockholders” shall mean the holders of the Company’s securities issued in the Offering; [(e) “Registration Rights Agreement” shall mean that certain Registration Rights Agreement, dated as of [_____________________], 2008, entered into by and among the Company, the Sponsor and the other parties thereto;] [(e) “Right of First Review Agreement” shall mean that certain Right of First Review Agreement, dated as of [ ], 2008, entered into by and between the Company, Sponsor and other parties thereto;] [(f) “Securities Assignment Agreement” shall mean that certain Securities Assignment Agreement, dated as of [ ], 2008, entered into by and among the Sponsor, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇;] [(f)][(g)] “Sponsor” shall mean Orbit Holdings, LLC, a Delaware limited liability company; [(g)][(h)] “Sponsor’s Warrants” shall mean the 6,000,000 warrants of the Company in aggregate amount, each exercisable for one share of Common Stock, acquired by the Sponsor simultaneously with the consummation of the Offering; and [(h)][(i)] “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Offering and the proceeds of the private placement of the Sponsor’s Warrants will be deposited. [10][11]. The undersigned acknowledges and understands that the Company and the Underwriters will rely upon the agreements, representations and warranties set forth herein in proceeding with the Offering. Nothing contained herein shall be deemed to render any Underwriter with respect to the Offering a representative of, or a fiduciary with respect to, the Company, its stockholders, or any creditor or vendor of...