Proposal No Clause Samples
Proposal No. 2 Recursion Adjournment Proposal Proposal to approve any motion to adjourn the Recursion Special Meeting to another time or place, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Recursion Special Meeting to approve the Recursion Share Issuance Proposal. The Recursion Board has fixed the close of business on October 2, 2024, as the record date for determining the Recursion stockholders entitled to receive notice of, and to vote at, the Recursion Special Meeting (the “Recursion record date”). Only holders of record of shares of Recursion Class A Common Stock and Recursion Class B Common Stock at the close of business on the Recursion record date are entitled to receive notice of, and to vote at, the Recursion Special Meeting. The holders of a majority of the voting power of Recursion’s capital stock issued and outstanding and entitled to vote, present in person (including virtually via the internet) or represented by proxy, is necessary to constitute a quorum for the transaction of business at the Recursion Special Meeting. Abstentions and broker non-votes, if any, will be counted for purposes of determining whether a quorum is present for the transaction of business at the Recursion Special Meeting. Recursion stockholders are entitled to cast one vote per share of Recursion Class A Common Stock that is held as of the Recursion record date at the Recursion Special Meeting, and ten votes per share of Recursion Class B Common Stock that is held as of the Recursion record date at the Recursion Special Meeting. Assuming a quorum is present at the Recursion Special Meeting, the affirmative vote of a majority of the voting power of the shares of Recursion cast affirmatively or negatively at the Recursion Special Meeting will be necessary to approve both the Recursion Share Issuance Proposal and the Recursion Adjournment Proposal. The approval of the Recursion Share Issuance Proposal is required for Recursion to issue shares in connection with the Transaction. If the Recursion Share Issuance Proposal is not approved, the Transaction will not be completed. A summary of the information Recursion stockholders need to attend and vote at the Recursion Special Meeting and additional information regarding approval of the proposals at the Recursion Special Meeting is provided in the section entitled “The Recursion Special Meeting” beginning on page 63 of this joint proxy statement. Exscientia Sc...
Proposal No. 3 (2021 Equity
Proposal No. 9 — The “Nasdaq Proposal” — to consider and vote upon a proposal to approve, for purposes of complying with the applicable listing rules of the Nasdaq Stock Market, the issuance of shares of HCAC Class A Common Stock to the Canoo equity holders in the Mergers pursuant to the Merger Agreement and to the investors in the private offering of securities to certain investors in connection with the Business Combination; and • Proposal No. 10 — The “Adjournment Proposal” — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote. Only holders of record of shares of HCAC Class A Common Stock and shares of Class B common stock of ▇▇▇▇▇▇▇▇ Capital, par value $0.0001 per share (“HCAC Class B Common Stock”), at the close of business on October 27, 2020 are entitled to notice of the special meeting and to vote at the special meeting and any adjournments or postponements of the special meeting. A complete list of our stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting. Pursuant to our Existing Charter, we are providing the holders of shares of HCAC Class A Common Stock originally sold as part of the units issued in our initial public offering (the “IPO” and such holders, the “Public Stockholders”) with the opportunity to redeem, upon the closing of the Business Combination (the “Closing”), shares of HCAC Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to ▇▇▇▇▇▇▇▇ Capital to pay its franchise and income taxes) from the IPO and a concurrent private placement of warrants to our ▇▇▇▇▇▇▇▇ Capital Partners IV LLC (our “Sponsor”) and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (the “Anchor Investor”). For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of October 27, 2020 of approximately $306.6 m...
Proposal No. 9 (Adjournment Proposal). Approval of an adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Merger Share Issuance Proposal, the Reverse Stock Split Proposal, the Increase in Authorized Shares Proposal, the Series A Voting Rights Proposal, or the Asset Sale Proposal. The NTN board of directors has determined that: ● The transactions contemplated by the Merger Agreement, including the Merger, the issuance of shares of NTN common stock to Brooklyn’s members pursuant to the Merger Agreement and the change of control resulting therefrom are fair to, advisable and in the best interest of NTN and its stockholders, and has approved and declared advisable the Merger Agreement and the transactions contemplated thereby. The NTN board of directors recommends that NTN’s stockholders vote “FOR” the Merger Share Issuance Proposal. ● The reverse stock split contemplated by the Reverse Stock Split Proposal is fair to, advisable and in the best interest of NTN and its stockholders, and has approved and declared advisable the Reverse Stock Split Proposal. The NTN board of directors recommends that NTN’s stockholders vote “FOR” the Reverse Stock Split Proposal. ● The increase in the authorized common stock of NTN contemplated by the Increase in Authorized Shares Proposal is fair to, advisable and in the best interest of NTN and its stockholders, and has approved and declared advisable the Increase in Authorized Shares Proposal. The NTN board of directors recommends that NTN’s stockholders vote “FOR” the Increase in Authorized Shares Proposal. ● Granting voting rights to the holders of NTN’s Series A Convertible Preferred Stock on an as-converted to common stock basis as contemplated by the Series A Voting Rights Proposal is fair to, advisable and in the best interest of NTN and its stockholders, and has approved and declared advisable the Series A Voting Rights Proposal. The NTN board of directors recommends that NTN’s stockholders vote “FOR” the Series A Voting Rights Proposal. ● The name change contemplated by Name Change Proposal is fair to, advisable and in the best interest of NTN and its stockholders, and has approved and declared advisable the Name Change Proposal. The NTN board of directors recommends that NTN’s stockholders vote “FOR” the Name Change Proposal. ● The Asset Sale contemplated by the Asset Sale Proposal is expedient and in the best interest of NTN and its stockholders, and has...
Proposal No. The NYSE Issuance Proposal: To consider and vote upon a proposal for purposes of complying with applicable provisions of Rule 312.03 of the NYSE Listed Company Manual, to approve (i) the issuance of more than twenty percent (20%) of FVAC’s currently issued and outstanding FVAC Common Stock in connection with the Business Combination, and (ii) the issuance of more than one percent (1%) of FVAC’s currently issued and outstanding FVAC Common Stock to a Related Party (as defined in Rule 312.03 of the NYSE Listed Company Manual) in connection with the Business Combination;
Proposal No. 8 (Transaction Related Executive Compensation Proposal). Approval, on a nonbinding, advisory basis, of the compensation that will be paid or may become payable to the named executive officers of NTN in connection with the Merger and/or Asset Sale.
Proposal No. The Discharge Resolution The Combination cannot be completed unless the CB&I shareholders approve the Discharge Resolution. The CB&I Boards recommend that CB&I shareholders vote “FOR” the Discharge Resolution.
Proposal No. 7 — The Incentive Plan Proposal: To approve and adopt the Incentive Plan; and
Proposal No. 1—Metro Merger Proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Proposal No. 2 — Adjournment Proposal Terms of the Merger