The Business Combination Proposal Clause Samples

The Business Combination Proposal. To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of January 24, 2021 (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among TSIA, Lionet Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of TSIA (“Merger Sub”), and Latch, Inc., a Delaware corporation (“Latch”), and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Latch, with Latch surviving the merger as a wholly owned subsidiary of TSIA (the “Merger”). A copy of the Merger Agreement is attached to this proxy statement/ prospectus as Annex A (the “Business Combination Proposal”);

The Business Combination Proposal. To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of December 18, 2020 (as it may be amended and/or restated from time to time, the “merger agreement”), by and among Katapult Holdings, Inc., a Delaware corporation (“Katapult” or the “Company”), FinServ, Keys Merger Sub 1, Inc., a Delaware corporation (“Merger Sub 1”), Keys Merger Sub 2, LLC, a Delaware limited liability company (“Merger Sub 2”), and ▇▇▇▇▇▇▇ ▇▇▇▇▇, in his capacity as representative of the Pre-Closing Holders of Katapult, and the transactions contemplated thereby, pursuant to which Merger Sub 1 will merge with and into Katapult, with Katapult surviving the merger as a wholly owned subsidiary of FinServ (the “First Merger”), followed immediately by the merger of the resulting company with and into Merger Sub 2, with Merger Sub 2 surviving the merger as a wholly owned subsidiary of FinServ (the “Second Merger” and together with the First Merger, the “merger”). A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A (Proposal No. 1);

The Business Combination Proposal. To consider and vote upon a proposal to approve the Merger Agreement and the Business Combination. A copy of the Merger Agreement is attached to the proxy statement/prospectus as Annex A (the “Business Combination Proposal”) (Proposal No. 1);

The Business Combination Proposal. To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of July 15, 2020 (as amended on August 26, 2020, the “Merger Agreement”), by and among FVAC, FVAC Merger Corp. I, a Delaware corporation and a direct, wholly-owned subsidiary of FVAC (“MPMO Merger Corp.”), FVAC Merger LLC II, a Delaware limited liability company that is treated as a corporation for U.S. federal income tax purposes and a direct, wholly-owned subsidiary of FVAC (“SNR Merger Company”), FVAC Merger LLC III, a Delaware limited liability company and a direct wholly-owned subsidiary of FVAC (“MPMO Merger LLC”), FVAC Merger LLC IV, a Delaware limited liability company and a direct wholly-owned subsidiary of FVAC (“SNR Merger LLC” and, together with MPMO Merger Corp., SNR Merger Company and MPMO Merger LLC, the “Merger Subs”), MP Mine Operations LLC, a Delaware limited liability company (“MPMO”) and Secure Natural Resources LLC, a Delaware limited liability company (“SNR” and, together with MPMO, each a “Company” and collectively, the “Companies”) and the transactions contemplated thereby, pursuant to which each of the Companies shall become indirect wholly-owned subsidiaries of FVAC upon consummation of the business combination (the “Business Combination”). A copy of the Merger Agreement is attached to this proxy statement/consent solicitation/prospectus as Annex A (Proposal No. 1);

The Business Combination Proposal. To consider and vote upon a proposal to approve the Merger Agreement and approve the transactions contemplated thereby;

The Business Combination Proposal. The following information about the Business Combination Proposal describes certain aspects of the Transaction. This discussion is only a summary, and it may not contain all of the information that is important to you. To understand the Transaction fully, and for a more detailed description of the legal terms of the Transaction, please read the Business Combination Agreement carefully. The description below is qualified in its entirety by reference to the Business Combination Agreement, a copy of which is attached as Appendix A to this proxy statement and which is incorporated into this proxy statement by reference. At the annual meeting, a proposal will be introduced for our shareholders to approve the Business Combination Proposal, which includes completion of the Transaction pursuant to the Business Combination Agreement that we entered into with HBI and Providence on December 20, 2018. The Business Combination Agreement provides for our acquisition of HBI and Providence whereby HBI will merge with and into CCF with CCF as the surviving corporation, and a wholly-owned subsidiary of CCF will merge with and into Providence with Providence as the surviving entity as a wholly-owned subsidiary of CCF. In connection with the Transaction, CCF will be renamed Heritage Southeast Bancorporation, Inc. A copy of the Business Combination Agreement is attached as Appendix A to this proxy statement. As promptly as practical following the completion of the Transaction, we expect each of Providence and Heritage Hinesville to merge with and into Heritage Jonesboro, with Heritage Jonesboro as the surviving bank, subject to applicable regulatory approvals.

The Business Combination Proposal. Holders of RAAC Class A Common Stock are being asked to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the merger. RAAC stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. Please see the section entitled “The Merger Agreement” below, for additional information and a summary of certain terms of the Merger Agreement. You are urged to read carefully the Merger Agreement in its entirety before voting on this proposal. RAAC may consummate the merger only if it is approved by the affirmative vote of holders of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting, assuming a quorum is present. The Business Combination Proposal is conditioned upon the approval of the Nasdaq Proposal, the Charter Proposal and the Incentive Plan Proposal. If such proposals are not approved, the Business Combination will have no effect, even if approved by our stockholders. The approval of the Business Combination Proposal (and consequently, the Merger Agreement and the transactions contemplated thereby, including the merger) requires the affirmative vote of holders of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Failure to submit a proxy or to vote by attending the RAAC Special Meeting virtually, an abstention from voting or a broker non-vote will have no effect on the Business Combination Proposal.

The Business Combination Proposal. Effective Time of the Transaction beginning on page 25. As promptly as practical following the completion of the Transaction, we expect each of Providence and Heritage Hinesville, to merge with and into Heritage Jonesboro, with Heritage Jonesboro as the surviving bank (and changing its name to Heritage Southeast Bank), subject to applicable regulatory approvals.

The Business Combination Proposal. The Nasdaq Proposal