BC-EGM Sample Clauses

BC-EGM. 5.1 Prior to completion of a Business Combination, the Board will submit the proposed Business Combination to an extraordinary General Meeting for approval (the BC-EGM). 5.2 The Board will not propose a Business Combination to the BC-EGM where the target is Affiliated to the Sponsor, the Promoter, the Strategic Partner or the Directors or their respective Affiliates unless a fairness opinion from a reputable independent investment bank is obtained that the purchase consideration is fair, from a financial point of view, to the holders of Ordinary Shares. A Business Combination where the target is Affiliated to the Sponsor, the Promoter, the Strategic Partner or the Directors or their respective Affiliates, requires unanimous approval of all members of the Board entitled to vote. 5.3 The Sponsor will be entitled to cast a vote on any of its Ordinary Shares and Sponsor Shares at the BC-EGM on a resolution to approve a Business Combination.

BC-EGM. 6.1 The Board may only approve the entry into a Business Combination with the affirmative vote of each of the AZ Sponsor Representative and the STJ Sponsor Representative (the Approval Right). If either of the AZ Sponsor Representative or STJ Sponsor Representative cannot participate in the decision- making due to a conflict of interest (tegenstrijdig belang), then the relevant Sponsor has the right (i) to either nominate another member of the Board for this purpose or (ii) to transfer its right to exercise the Approval Right to another Director, who will then exercise such voting right in accordance with the voting instruction given by the relevant Sponsor. 6.2 Prior to completion of a Business Combination, the Board will submit the proposed Business Combination for approval to an extraordinary General Meeting for approval (the BC-EGM). 6.3 The Board will not propose a Business Combination to the BC-EGM where the target is Affiliated to one of the Sponsors or the Directors unless a fairness opinion from a reputable independent investment bank is obtained that the purchase consideration is fair, from a financial point of view, to the holders of Ordinary Shares. A Business Combination where the target is affiliated to one of the Sponsors or the Directors requires unanimous approval of all members of the Board entitled to vote. 6.4 The Sponsors will be entitled to cast a vote on any of their Ordinary Shares (if any) and Special Shares at the BC-EGM on a resolution to effect a Business Combination.

BC-EGM. 5.1 The Board may only approve the entry into a Business Combination with the affirmative vote of the Non-Executive Director nominated by HTP (the HTP Approval Right). If this nominee cannot participate due to a conflict of interest (tegenstrijdig belang), then HTP has the right (i) to either nominate another member of the Board person for this purpose or (ii) to transfer its right to exercise the HTP Approval Right to another Director, who will then exercise such voting right in accordance with the voting instruction given by HTP. 5.2 Prior to completion of a Business Combination, the Board will submit the proposed Business Combination for approval to an extraordinary General Meeting for approval (the BC-EGM). 5.3 The Board will not propose a Business Combination to the BC-EGM where the target is Affiliated to one of the Sponsors unless a fairness opinion from a reputable independent investment bank is obtained that the purchase consideration is fair, from a financial point of view, to the holders of Ordinary Shares. A Business Combination where the target is Affiliated to one of the Sponsors, requires unanimous approval of all members of the Board entitled to vote. 5.4 The Sponsors will be entitled to cast a vote on any of their Ordinary Shares and Special Shares at the BC-EGM on a resolution to approve a Business Combination.