Common use of Board Approval; Vote Required Clause in Contracts

Board Approval; Vote Required. (a) The SPAC Board, by resolutions duly adopted by unanimous vote at a meeting duly called and held, which resolutions have not been subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the transactions contemplated by this Agreement are in the best interests of SPAC, (ii) approved this Agreement and the Transactions and the performance by SPAC of its obligations under this Agreement and the Ancillary Agreements, and (iii) recommended that the shareholders of SPAC approve and adopt this Agreement and the Transactions and directed that this Agreement and the Transactions be submitted for consideration by the shareholders of SPAC at the SPAC Shareholders’ Meeting.

Appears in 2 contracts

Samples: Letter Agreement (ESGEN Acquisition Corp), Letter Agreement (ESGEN Acquisition Corp)

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Board Approval; Vote Required. (a) The SPAC Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held, which resolutions have held and not been subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the transactions contemplated by this Agreement Transactions are fair to and in the best interests of SPACSPAC and the SPAC Stockholders, (ii) approved this Agreement and Agreement, the Transactions and the performance by SPAC of its obligations under this Agreement and the Ancillary Agreementsdeclared their advisability, and (iii) recommended that the shareholders of SPAC Stockholders approve and adopt this Agreement and the Transactions SPAC Merger, and directed that this Agreement and the Transactions SPAC Merger, be submitted for consideration by the shareholders of SPAC Stockholders at the SPAC ShareholdersStockholders’ Meeting.

Appears in 2 contracts

Samples: Business Combination Agreement (OTR Acquisition Corp.), Business Combination Agreement (OTR Acquisition Corp.)

Board Approval; Vote Required. (a) The SPAC Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held, which resolutions have held and that has not been subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the transactions contemplated by this Agreement are fair to and in the best interests of SPACSPAC and its stockholders, (ii) approved this Agreement and the Transactions and the performance by SPAC of its obligations under this Agreement and the Ancillary Agreementsdeclared their advisability, and (iii) recommended that the shareholders stockholders of SPAC approve and adopt this Agreement and the Transactions and directed that this Agreement and the Transactions Transactions, be submitted for consideration by the shareholders stockholders of SPAC at the SPAC ShareholdersStockholders’ Meeting.

Appears in 1 contract

Samples: Letter Agreement (CENAQ Energy Corp.)

Board Approval; Vote Required. (a) The SPAC Board, by resolutions duly adopted by unanimous majority vote of those voting at a meeting duly called and held, which resolutions have held and not been subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the transactions contemplated by this Agreement Transactions (including the Merger) are fair to and in the best interests of SPACthe SPAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and the performance by SPAC of its obligations under this Agreement and the Ancillary Agreementsdeclared their advisability, and (iii) recommended that the shareholders stockholders of the SPAC approve and adopt this Agreement and Transactions (including the Transactions Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the shareholders stockholders of the SPAC at the SPAC ShareholdersStockholders’ Meeting.

Appears in 1 contract

Samples: Business Combination Agreement (Anzu Special Acquisition Corp I)

Board Approval; Vote Required. (a) The SPAC Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held, which resolutions have held and not been subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the transactions contemplated by this Agreement Transactions (including the Company Amalgamation) are fair to, advisable and in the best interests of SPACSPAC and the SPAC Shareholders, (ii) approved this Agreement and the Transactions and the performance by SPAC of its obligations under this Agreement and the Ancillary Agreementsdeclared their advisability, and (iii) recommended that the shareholders of SPAC Shareholders approve and adopt this Agreement the SPAC Proposals and the Transactions and (iv) directed that this Agreement and the Transactions SPAC Proposals be submitted for consideration by the shareholders of SPAC Shareholders at the SPAC Shareholders’ Meeting.. 57

Appears in 1 contract

Samples: Business Combination Agreement (Oxus Acquisition Corp.)

Board Approval; Vote Required. (a) The SPAC Board, by resolutions duly adopted by unanimous majority vote of those voting at a meeting duly called and held, which resolutions have held and not been subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the transactions contemplated by this Agreement Transactions are fair to and in the best interests of SPACSPAC and its stockholders, (ii) determined that the fair market value of the Company is equal to at least 80% of the Trust Account, as applicable, (iii) approved this Agreement and the Transactions and the performance by SPAC of its obligations under this Agreement and the Ancillary Agreementsdeclared their advisability, and (iiiiv) recommended that the shareholders stockholders of SPAC approve and adopt this Agreement and the Transactions Transactions, and directed that this Agreement and the Transactions Transactions, be submitted for consideration by the shareholders stockholders of SPAC at the SPAC ShareholdersStockholders’ Meeting.

Appears in 1 contract

Samples: Business Combination Agreement (Concord Acquisition Corp III)

Board Approval; Vote Required. (a) The SPAC Board, by resolutions duly adopted by unanimous majority vote of those voting at a meeting duly called and held, which resolutions have held and not been subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the transactions contemplated by this Agreement Transactions are fair to and in the best interests of SPACSPAC and its stockholders, (ii) approved this Agreement and the Transactions and the performance by SPAC of its obligations under this Agreement and the Ancillary Agreementsdeclared their advisability, and (iii) recommended that the shareholders stockholders of SPAC approve and adopt this Agreement and the Transactions Merger, and directed that this Agreement and the Transactions Merger, be submitted for consideration by the shareholders stockholders of SPAC at the SPAC ShareholdersStockholders’ Meeting.

Appears in 1 contract

Samples: Business Combination Agreement (Maquia Capital Acquisition Corp)

Board Approval; Vote Required. (a) The SPAC Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held, which resolutions have held and not been subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the transactions contemplated by this Agreement Transactions are fair to and in the best interests of SPACSPAC and its shareholders, (ii) approved this Agreement and the Transactions and the performance by SPAC of its obligations under this Agreement and the Ancillary Agreementsdeclared their advisability, and (iii) recommended that the shareholders of SPAC approve and adopt this Agreement and the Transactions SPAC Merger, and directed that this Agreement and the Transactions SPAC Merger be submitted for consideration by the shareholders of SPAC at the SPAC Shareholders’ Meeting.

Appears in 1 contract

Samples: Business Combination Agreement (European Sustainable Growth Acquisition Corp.)

Board Approval; Vote Required. (a) The SPAC Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held, which resolutions have held and not been subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the transactions contemplated by this Agreement Transactions are fair to and in the best interests of SPACSPAC and SPAC Shareholders, (ii) approved this Agreement and the Transactions and the performance by SPAC of its obligations under this Agreement and the Ancillary Agreementsdeclared their advisability, and (iii) recommended that the shareholders of SPAC Shareholders approve and adopt this Agreement and the Transactions SPAC Merger, and directed that this Agreement and the Transactions SPAC Merger be submitted for consideration by the shareholders of SPAC Shareholders at the SPAC Shareholders’ Meeting.

Appears in 1 contract

Samples: Business Combination Agreement (Project Energy Reimagined Acquisition Corp.)

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Board Approval; Vote Required. (a) The SPAC Board, by resolutions duly adopted by unanimous majority vote of those voting at a meeting duly called and held, which resolutions have held and that has not been subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the transactions contemplated by this Agreement are fair to and in the best interests of SPACSPAC and its stockholders, (ii) approved this Agreement and the Transactions and the performance transactions contemplated by SPAC of its obligations under this Agreement and the Ancillary Agreementsdeclared their advisability, and (iii) recommended that the shareholders stockholders of SPAC approve and adopt this Agreement Agreement, the Combination Transactions and the Transactions other Transactions, and directed that this Agreement Agreement, the Combination Transactions and the Transactions other Transactions, be submitted for consideration by the shareholders stockholders of SPAC at the SPAC ShareholdersStockholders’ Meeting.

Appears in 1 contract

Samples: Letter Agreement (Climate Change Crisis Real Impact I Acquisition Corp)

Board Approval; Vote Required. (a) The SPAC Board, by resolutions duly adopted by unanimous majority vote of those voting at a meeting duly called and held, which resolutions have held and not been subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the transactions contemplated by this Agreement Transactions are fair to and in the best interests of SPACSPAC and the SPAC Stockholders, (ii) approved this Agreement and the Transactions and the performance by SPAC of its obligations under this Agreement and the Ancillary Agreements, declared their advisability and (iii) recommended that the shareholders of SPAC Stockholders approve and adopt this Agreement and the Transactions Transactions, and directed that this Agreement and the Transactions Transactions, be submitted for consideration by the shareholders of SPAC Stockholders at the SPAC ShareholdersStockholders’ Meeting.

Appears in 1 contract

Samples: Business Combination Agreement (CIIG Merger Corp.)

Board Approval; Vote Required. (a) The SPAC Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held, which resolutions have held and not been subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the transactions contemplated by this Agreement are fair to and in the best interests of SPACSPAC and its stockholders, (ii) approved this Agreement and the Transactions and the performance by SPAC of its obligations under this Agreement and the Ancillary Agreementsdeclared their advisability, and (iii) recommended that the shareholders stockholders of SPAC approve and adopt this Agreement and the Transactions Transactions, and directed that this Agreement and the Transactions be submitted for consideration by the shareholders stockholders of SPAC at the SPAC ShareholdersStockholders’ Meeting.

Appears in 1 contract

Samples: Business Combination Agreement (TPG Pace Beneficial Finance Corp.)

Board Approval; Vote Required. (a) The SPAC Board, by resolutions duly adopted by unanimous a majority vote of those voting at a meeting duly called and held, which resolutions have held and not been subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the transactions contemplated by this Agreement Transactions are fair to and in the best interests of SPACSPAC and its stockholders, (ii) approved this Agreement and Agreement, the Transactions and the performance by other SPAC of its obligations under this Agreement and the Ancillary AgreementsProposals, and (iii) recommended that the shareholders of SPAC approve and adopt this Agreement and Merger and the Transactions other SPAC Proposals, and directed that this Agreement and the Transactions Merger and the other SPAC Proposals, be submitted for consideration by the shareholders of SPAC at the SPAC Shareholders’ Meeting.

Appears in 1 contract

Samples: Business Combination Agreement (Aurora Technology Acquisition Corp.)

Board Approval; Vote Required. (a) The SPAC Board, by resolutions duly adopted by unanimous majority vote of those voting at a meeting duly called and held, which resolutions have held and not been subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the transactions contemplated by this Agreement Transactions are fair to and in the best interests of SPACSPAC and its stockholders, (ii) approved this Agreement and the Transactions and the performance by SPAC of its obligations under this Agreement and the Ancillary Agreementsdeclared their advisability, and (iii) recommended that the shareholders stockholders of SPAC approve and adopt this Agreement and the Transactions Merger, and directed that this Agreement and the Transactions Merger, be submitted for consideration by the shareholders stockholders of SPAC at the SPAC ShareholdersStockholders’ Meeting.

Appears in 1 contract

Samples: Business Combination Agreement (Maquia Capital Acquisition Corp)

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