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

Acquisition of Shares by Third Party. Other than an affiliate of SDCL EDGE Sponsor LLC (the “Sponsor”), any Person 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 and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 10 contracts

Samples: Indemnity Agreement (SDCL EDGE Acquisition Corp), Indemnity Agreement (SDCL EDGE Acquisition Corp), Indemnity Agreement (SDCL EDGE Acquisition Corp)

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Acquisition of Shares by Third Party. Other than an affiliate of SDCL EDGE CWAM LC Sponsor LLC (the “Sponsor”), any Person 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 and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 3 contracts

Samples: Indemnity Agreement (Learn CW Investment Corp), Indemnity Agreement (Learn CW Investment Corp), Indemnity Agreement (Learn CW Investment Corp)

Acquisition of Shares by Third Party. Other than an affiliate of SDCL EDGE Crescent Cove Acquisition Sponsor LLC (the “Sponsor”), any Person 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 and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Indemnity Agreement (Crescent Cove Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of SDCL EDGE HC Sponsor LLC (the “Sponsor”), any Person 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 and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Indemnity Agreement (HealthCor Catalio Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of SDCL EDGE Jaws Sponsor LLC (the “Sponsor”), any Person 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 and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Indemnity Agreement (Jaws Acquisition Corp.)

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Acquisition of Shares by Third Party. Other Any Person, other than an affiliate of SDCL EDGE LTV Capital Sponsor I, LLC (the “Sponsor”), any Person 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 and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Indemnity Agreement (LTV Capital Partners I)

Acquisition of Shares by Third Party. Other Any Person, other than an affiliate of SDCL EDGE Constitution Acquisition Sponsor LLC (the “Sponsor”), any Person 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 and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Indemnity Agreement (Constitution Acquisition Corp.)

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