Acquisition of Shares by Third Party. Other than an affiliate of The Social+Capital Partnership III, L.P., Hedosophia Group Limited or SCH Sponsor Corp., 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 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 (c) of this definition;
Appears in 12 contracts
Samples: Indemnification Agreement (Social Capital Hedosophia Holdings Corp.), Indemnification Agreement (Social Capital Hedosophia Holdings Corp.), Indemnification Agreement (Social Capital Hedosophia Holdings Corp.)
Acquisition of Shares by Third Party. Other than an affiliate of The Social+Capital Partnership III, L.P., Hedosophia Group Limited or SCH Sponsor Corp.IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limited, 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 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 (c) of this definition;
Appears in 10 contracts
Samples: Indemnification Agreement (Social Capital Hedosophia Holdings Corp. IV), Indemnification Agreement (Social Capital Hedosophia Holdings Corp. IV), Indemnification Agreement (Social Capital Hedosophia Holdings Corp. IV)
Acquisition of Shares by Third Party. Other than an affiliate or member of The Social+Capital Partnership IIIGigAcquisitions7 Corp. (the “Sponsor”), L.P., Hedosophia Group Limited or SCH Sponsor Corp.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 (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 (ciii) of this definition;
Appears in 8 contracts
Samples: Indemnification Agreement (GigCapital7 Corp.), Indemnification & Liability (GigCapital7 Corp.), Indemnification Agreement (GigCapital7 Corp.)
Acquisition of Shares by Third Party. Other than an affiliate of The Social+Capital Partnership IIIForbion Growth Sponsor FEAC I B.V., L.P., Hedosophia Group Limited or SCH Sponsor Corp.a Dutch private limited liability company (the “Sponsor”), any Person (as defined below) who 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 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 (ciii) of this definition;
Appears in 8 contracts
Samples: Indemnity Agreement (Forbion European Acquisition Corp.), Indemnification Agreement (Forbion European Acquisition Corp.), Indemnification Agreement (Forbion European Acquisition Corp.)
Acquisition of Shares by Third Party. Other than an affiliate of The Social+Capital Partnership III, L.P., Hedosophia Group Limited or SCH Sponsor Corp.III LLC, ChaChaCha SPAC C, LLC or Hedosophia Acquisitions C Limited, 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 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 (c) of this definition;
Appears in 7 contracts
Samples: Indemnification Agreement (Social Capital Hedosophia Holdings Corp. III), Indemnity Agreement (Social Capital Hedosophia Holdings Corp. III), Indemnity Agreement (Social Capital Hedosophia Holdings Corp. III)
Acquisition of Shares by Third Party. Other than an affiliate of The Social+Capital Partnership IIIAspirational Consumer Lifestyle Sponsor LLC, L.P., Hedosophia Group Dalvey Partners (BVI) Limited or SCH Sponsor Corp.Liber Pater, 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 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 (c) of this definition;
Appears in 7 contracts
Samples: Indemnification Agreement (Aspirational Consumer Lifestyle Corp.), Indemnification Agreement (Aspirational Consumer Lifestyle Corp.), Indemnification Agreement (Aspirational Consumer Lifestyle Corp.)
Acquisition of Shares by Third Party. Other than an affiliate of The Social+Capital Partnership III, L.P., Hedosophia Group Limited or SCH Sponsor Corp.V LLC, ChaChaCha SPAC 5, LLC or Hedosophia Acquisitions E Limited, 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 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 (c) of this definition;
Appears in 7 contracts
Samples: Indemnification Agreement (Social Capital Hedosophia Holdings Corp. V), Indemnification Agreement (Social Capital Hedosophia Holdings Corp. V), Indemnification Agreement (Social Capital Hedosophia Holdings Corp. V)
Acquisition of Shares by Third Party. Other than an affiliate of The Social+Capital Partnership IIISCS Sponsor I LLC (the “Sponsor”), L.P.ChaChaCha DNA I, Hedosophia Group Limited LLC or SCH SVAV Sponsor Corp.I, LLC, 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 or 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 (c) of this definition;
Appears in 4 contracts
Samples: Indemnification Agreement (Social Capital Suvretta Holdings Corp. I), Indemnification Agreement (Social Capital Suvretta Holdings Corp. I), Indemnification Agreement (Social Capital Suvretta Holdings Corp. I)
Acquisition of Shares by Third Party. Other than an affiliate of The Social+Capital Partnership IIISCS Sponsor IV LLC (the “Sponsor”), L.P.ChaChaCha DNA IV, Hedosophia Group Limited LLC or SCH SVAV Sponsor Corp.IV, LLC, 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 or 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 (c) of this definition;
Appears in 4 contracts
Samples: Indemnification Agreement (Social Capital Suvretta Holdings Corp. IV), Indemnification Agreement (Social Capital Suvretta Holdings Corp. IV), Indemnity Agreement (Social Capital Suvretta Holdings Corp. IV)
Acquisition of Shares by Third Party. Other than an affiliate of The Social+Capital Partnership IIISCS Sponsor II LLC (the “Sponsor”), L.P.ChaChaCha DNA II, Hedosophia Group Limited LLC or SCH SVAV Sponsor Corp.II, LLC, 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 or 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 (c) of this definition;
Appears in 4 contracts
Samples: Indemnification Agreement (Social Capital Suvretta Holdings Corp. II), Indemnification & Liability (Social Capital Suvretta Holdings Corp. II), Indemnification & Liability (Social Capital Suvretta Holdings Corp. II)
Acquisition of Shares by Third Party. Other than an affiliate of The Social+Capital Partnership SCS Sponsor III LLC (the “Sponsor”), ChaChaCha DNA III, L.P.LLC or SVAV Sponsor III, Hedosophia Group Limited or SCH Sponsor Corp.LLC, 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 or 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 (c) of this definition;
Appears in 3 contracts
Samples: Indemnification Agreement (Social Capital Suvretta Holdings Corp. III), Indemnification Agreement (Social Capital Suvretta Holdings Corp. III), Indemnification Agreement (Social Capital Suvretta Holdings Corp. III)
Acquisition of Shares by Third Party. Other than an affiliate of The Social+Capital Partnership IIISCH Sponsor Corp. II, L.P.ChaChaCha SPAC B, LLC, Hedosophia Group Acquisitions B Limited or SCH Sponsor Corp.01 Advisors 01, LP, 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 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 (c) of this definition;
Appears in 1 contract
Samples: Indemnification Agreement (Social Capital Hedosophia Holdings Corp. II)
Acquisition of Shares by Third Party. Other than an affiliate of The Social+Capital Partnership SCH Sponsor Corp. III, L.P.ChaChaCha SPAC C, LLC or Hedosophia Group Limited or SCH Sponsor Corp.Acquisitions C Limited, 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 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 (c) of this definition;
Appears in 1 contract
Samples: Indemnification & Liability (Social Capital Hedosophia Holdings Corp. III)
Acquisition of Shares by Third Party. Other than an affiliate of The Social+Capital Partnership IIIRCF VII Sponsor LLC, L.P., Hedosophia Group Limited or SCH Sponsor Corp.a Delaware limited liability company (the “Sponsor”), any Person (as defined belowherein) 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 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 (ciii) of this definition;
Appears in 1 contract
Acquisition of Shares by Third Party. Other than an affiliate of The Social+Capital Partnership IIISCH Sponsor II LLC, L.P.ChaChaCha SPAC B, LLC, Hedosophia Group Acquisitions B Limited or SCH Sponsor Corp.01 Advisors 01, LP, 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 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 (c) of this definition;
Appears in 1 contract
Samples: Indemnification Agreement (Social Capital Hedosophia Holdings Corp. II)