Common use of Acquisition of Shares by Third Party Clause in Contracts

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 11 contracts

Sources: Indemnification Agreement (Edoc Acquisition Corp.), Indemnity Agreement (Edoc Acquisition Corp.), Indemnification Agreement (Edoc Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians LLCSC Health Holdings Limited, a Delaware limited liability Cayman Islands exempted company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 7 contracts

Sources: Indemnification Agreement (SC Health Corp), Indemnification Agreement (SC Health Corp), Indemnification Agreement (SC Health Corp)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians LLCCactus Healthcare Management LP, a Delaware Cayman Islands exempted limited liability company partnership (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 7 contracts

Sources: Indemnification Agreement (Cactus Acquisition Corp. 1 LTD), Indemnity Agreement (Cactus Acquisition Corp. 1 LTD), Indemnity Agreement (Cactus Acquisition Corp. 1 LTD)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians VO Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 3 contracts

Sources: Indemnity Agreement (Sizzle Acquisition Corp. II), Indemnity Agreement (Sizzle Acquisition Corp. II), Indemnification Agreement (Sizzle Acquisition Corp. II)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians NewHold Industrial Technology III LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 3 contracts

Sources: Indemnification Agreement (NewHold Investment Corp. III), Indemnification Agreement (NewHold Investment Corp. III), Indemnification Agreement (NewHold Investment Corp. III)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians C▇▇▇▇▇ Acquisition Sponsors, LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 3 contracts

Sources: Indemnity Agreement (Copley Acquisition Corp), Indemnity Agreement (Copley Acquisition Corp), Indemnity Agreement (Copley Acquisition Corp)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians LLCK&F Growth Acquisition LLC II, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 3 contracts

Sources: Indemnification Agreement (K&f Growth Acquisition Corp. Ii), Indemnification Agreement (K&f Growth Acquisition Corp. Ii), Indemnification Agreement (K&f Growth Acquisition Corp. Ii)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians LightWave Founders LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Sources: Indemnity Agreement (LightWave Acquisition Corp.), Indemnity Agreement (LightWave Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians Oyster Enterprises II LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Sources: Indemnification Agreement (Oyster Enterprises II Acquisition Corp), Indemnity Agreement (Oyster Enterprises II Acquisition Corp)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians EGH Sponsor LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Sources: Indemnification Agreement (EGH Acquisition Corp.), Indemnification Agreement (EGH Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians Roman DBDR Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Sources: Indemnification Agreement (Roman DBDR Acquisition Corp. II), Indemnification Agreement (Roman DBDR Acquisition Corp. II)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians Soulpower Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Sources: Indemnity Agreement (Soulpower Acquisition Corp.), Indemnification Agreement (Soulpower Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians Crane Harbor Sponsor LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Sources: Indemnification Agreement (Crane Harbor Acquisition Corp.), Indemnification Agreement (Crane Harbor Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians Dune Acquisition Holdings II LLC, a Delaware limited liability company (the “Sponsor”), or the Sponsor, any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Sources: Indemnification Agreement (Dune Acquisition Corp II), Indemnification Agreement (Dune Acquisition Corp II)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians ProCap Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;definition;

Appears in 2 contracts

Sources: Indemnification Agreement (ProCap Acquisition Corp), Indemnification Agreement (ProCap Acquisition Corp)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians Launch Two Sponsor LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Sources: Indemnification Agreement (Launch Two Acquisition Corp.), Indemnification Agreement (Launch Two Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians ▇▇▇▇▇▇▇▇ Partners LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Sources: Indemnification Agreement (McKinley Acquisition Corp), Indemnification Agreement (McKinley Acquisition Corp)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians Aldel Investors II LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Sources: Indemnification Agreement (Aldel Financial II Inc.), Indemnification Agreement (Aldel Financial II Inc.)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians LLCFinnovate Sponsor L.P., a Delaware limited liability company partnership (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Sources: Indemnity Agreement (Finnovate Acquisition Corp.), Indemnification Agreement (Finnovate Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians LLCTV Partners III, LLC , a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Sources: Indemnity Agreement (Texas Ventures Acquisition III Corp), Indemnification Agreement (Texas Ventures Acquisition III Corp)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians Kochav Sponsor LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Sources: Indemnity Agreement (Kochav Defense Acquisition Corp.), Indemnification Agreement (Kochav Defense Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians Axiom Intelligence Holdings 1 LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Sources: Indemnity Agreement (Axiom Intelligence Acquisition Corp 1), Indemnification Agreement (Axiom Intelligence Acquisition Corp 1)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians Bleichroeder Sponsor 1 LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Sources: Indemnification Agreement (Bleichroeder Acquisition Corp. I), Indemnification Agreement (Bleichroeder Acquisition Corp. I)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians New Providence Holdings III, LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Sources: Indemnity Agreement (New Providence Acquisition Corp. III/Cayman), Indemnification Agreement (New Providence Acquisition Corp. III/Cayman)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians Colombier Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Sources: Indemnification Agreement (Voyager Acquisition Corp./Cayman Islands), Indemnification Agreement (Colombier Acquisition Corp. Ii)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians Fifth Era Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Sources: Indemnity Agreement (Fifth Era Acquisition Corp I), Indemnification Agreement (Fifth Era Acquisition Corp I)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians Trailblazer Sponsor LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Sources: Indemnification Agreement (Trailblazer Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians Pyrophyte Acquisition II LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Sources: Indemnification Agreement (Pyrophyte Acquisition Corp. II)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians Republic Sponsor 1 LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Sources: Indemnity Agreement (Republic Digital Acquisition Co)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians Melar Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Sources: Indemnification Agreement (Melar Acquisition Corp. I/Cayman)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians TechyBird LLC, a Delaware Cayman Islands limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Sources: Indemnification Agreement (TechyBird Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians NGP Switchback II, LLC, a Delaware limited liability company (the “Sponsor”), or any of the Sponsor’s affiliates, any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (21) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Sources: Indemnification Agreement (Switchback II Corp)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians Launch One Sponsor LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Sources: Indemnification & Liability (Launch One Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ II LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Sources: Indemnification & Liability (Andretti Acquisition Corp. II)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians FutureCrest Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Sources: Indemnification Agreement (FutureCrest Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians DynamixCore Holdings, LLC, a Delaware limited liability company (the “Sponsor”), or the Sponsor, any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Sources: Indemnification & Liability (Dynamix Corp)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians A▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ II LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Sources: Indemnification Agreement (Andretti Acquisition Corp. II)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians AIB LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Sources: Indemnification Agreement (AIB Acquisition Corp)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians U.N. SDG Support LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Sources: Indemnification Agreement (ClimateRock)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians FIGX Acquisition Partners LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Sources: Indemnity Agreement (FIGX Capital Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians 1RT Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Sources: Indemnity Agreement (1RT Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians AA Mission Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Sources: Indemnification Agreement (AA Mission Acquisition Corp.)