Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limited, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 10 contracts
Samples: Indemnity Agreement (Social Capital Hedosophia Holdings Corp. IV), Indemnity Agreement (Social Capital Hedosophia Holdings Corp. IV), Indemnity Agreement (Social Capital Hedosophia Holdings Corp. IV)
Corporate Transactions. The effective date of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, combination involving the Company and one or more businesses or entities (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more SubsidiariesSubsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limitedthe Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board board of Directors directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of DirectorsBoard, providing for such Business Combination;; or
Appears in 10 contracts
Samples: Indemnification Agreement (Tristar Acquisition I Corp.), Indemnification Agreement (Tristar Acquisition I Corp.), Indemnification Agreement (Tristar Acquisition I Corp.)
Corporate Transactions. The effective date of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV ACE Convergence Acquisition LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limited, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 9 contracts
Samples: Indemnity Agreement (ACE Convergence Acquisition Corp.), Indemnity Agreement (ACE Convergence Acquisition Corp.), Indemnity Agreement (ACE Convergence Acquisition Corp.)
Corporate Transactions. The effective date of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one fifty‑one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more SubsidiariesSubsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limitedthe Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 9 contracts
Samples: Indemnity Agreement (ECP Environmental Growth Opportunities Corp.), Indemnity Agreement (ECP Environmental Growth Opportunities Corp.), Indemnity Agreement (ECP Environmental Growth Opportunities Corp.)
Corporate Transactions. The effective date of a merger, share consolidation, capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combinationcombination or entities, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities of the Company entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) % of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more SubsidiariesSubsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limitedthe Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 9 contracts
Samples: Indemnification Agreement (Acropolis Infrastructure Acquisition Corp.), Indemnification Agreement (Acropolis Infrastructure Acquisition Corp.), Indemnification Agreement (Acropolis Infrastructure Acquisition Corp.)
Corporate Transactions. The effective date of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV LLCESM Sponsor, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D LimitedLP, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 9 contracts
Samples: Indemnity Agreement (ESM Acquisition Corp), Indemnity Agreement (ESM Acquisition Corp), Indemnity Agreement (ESM Acquisition Corp)
Corporate Transactions. The effective date of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH RMG Sponsor IV II, LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limited, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 9 contracts
Samples: Indemnity Agreement (RMG Acquisition Corp. II), Indemnity Agreement (RMG Acquisition Corp. II), Indemnity Agreement (RMG Acquisition Corp. II)
Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV II LLC, ChaChaCha SPAC DB, LLC or LLC, Hedosophia Acquisitions D LimitedB Limited or 01 Advisors 01, LP, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 8 contracts
Samples: Indemnity Agreement (Social Capital Hedosophia Holdings Corp. II), Indemnity Agreement (Social Capital Hedosophia Holdings Corp. II), Indemnity Agreement (Social Capital Hedosophia Holdings Corp. II)
Corporate Transactions. The effective date of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV HPX Capital Partners LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limited, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 8 contracts
Samples: Indemnity Agreement (HPX Corp.), Indemnity Agreement (HPX Corp.), Indemnity Agreement (HPX Corp.)
Corporate Transactions. The effective date of a merger, amalgamation, share exchange, asset acquisition, share stock purchase, reorganization reorganization, recapitalization or similar business combination, involving the Company and one or more businesses or entities (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-50% plus one percent (51%) share of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more SubsidiariesSubsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than a member or an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limitedthe Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 8 contracts
Samples: Indemnity Agreement (GigCapital7 Corp.), Indemnity Agreement (GigCapital7 Corp.), Indemnity Agreement (GigCapital7 Corp.)
Corporate Transactions. The effective date of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more SubsidiariesSubsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D LimitedYellowstone Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 7 contracts
Samples: Indemnity Agreement (Yellowstone Acquisition Co), Indemnity Agreement (Yellowstone Acquisition Co), Indemnity Agreement (Yellowstone Acquisition Co)
Corporate Transactions. The effective date of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination, involving the Company and one (1) or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one (1) or more SubsidiariesSubsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limitedthe Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 7 contracts
Samples: Indemnity Agreement (dMY Squared Technology Group, Inc.), Indemnity Agreement (dMY Squared Technology Group, Inc.), Indemnity Agreement (dMY Squared Technology Group, Inc.)
Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Aspirational Consumer Lifestyle Sponsor IV LLC, ChaChaCha SPAC D, LLC Dalvey Partners (BVI) Limited or Hedosophia Acquisitions D LimitedLiber Pater, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 7 contracts
Samples: Indemnity Agreement (Aspirational Consumer Lifestyle Corp.), Indemnity Agreement (Aspirational Consumer Lifestyle Corp.), Indemnity Agreement (Aspirational Consumer Lifestyle Corp.)
Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV V LLC, ChaChaCha SPAC D5, LLC or Hedosophia Acquisitions D E Limited, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 7 contracts
Samples: Indemnity Agreement (Social Capital Hedosophia Holdings Corp. V), Indemnity Agreement (Social Capital Hedosophia Holdings Corp. V), Indemnity Agreement (Social Capital Hedosophia Holdings Corp. V)
Corporate Transactions. The effective date of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one fifty‑one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more SubsidiariesSubsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D LimitedFlame Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 6 contracts
Samples: Indemnity Agreement (Flame Acquisition Corp.), Indemnity Agreement (Flame Acquisition Corp.), Indemnity Agreement (Flame Acquisition Corp.)
Corporate Transactions. The effective date of on which the Company acquires, or engages in a merger, share exchange, asset acquisitionshare reconstruction and amalgamation, share purchasecontractual control arrangement with or purchase of all or substantially all of the assets of, reorganization or engages in any other similar initial business combination, involving the Company and combination with one or more businesses or entities (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) 50% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more SubsidiariesSubsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limitedthe Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) % or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board board of Directors directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of DirectorsBoard, providing for such Business Combination;
Appears in 6 contracts
Samples: Indemnity Agreement (Kismet Acquisition Two Corp.), Indemnity Agreement (Kismet Acquisition Three Corp.), Indemnity Agreement (Kismet Acquisition Three Corp.)
Corporate Transactions. The effective date of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more SubsidiariesSubsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D LimitedSponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 5 contracts
Samples: Form of Indemnity Agreement (Belong Acquisition Corp.), Indemnity Agreement (Warrior Technologies Acquisition Co), Indemnity Agreement (Warrior Technologies Acquisition Co)
Corporate Transactions. The effective date of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more SubsidiariesSubsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limitedthe Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 5 contracts
Samples: Indemnity Agreement (Grandview Capital Acquisition Corp.), Indemnity Agreement (Marblegate Acquisition Corp.), Form of Indemnity Agreement (CENAQ Energy Corp.)
Corporate Transactions. The effective date of on which the Company merges or engages in a merger, share capital stock exchange, asset acquisition, share stock purchase, or reorganization or engages in any other similar initial business combination, involving the Company and combination with one or more businesses or entities (a “Business Combination”), in each case, unless, following such Business Combination: (1i) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) 50% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more SubsidiariesSubsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2ii) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limitedthe Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) % or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3iii) at least a majority of the Board board of Directors directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of DirectorsBoard, providing for such Business Combination;
Appears in 4 contracts
Samples: Form of Indemnity Agreement (Cartesian Growth Corp II), Form of Indemnity Agreement (Cartesian Growth Corp II), Indemnity Agreement (Cartesian Growth Corp)
Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share stock purchase, reorganization recapitalization or other similar business combination, combination involving the Company and one or more businesses or entities (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than any Co-Sponsor or an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limitedthereof, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 4 contracts
Samples: Indemnity Agreement (Cleantech Acquisition Corp.), Indemnity Agreement (Cleantech Acquisition Corp.), Indemnity Agreement (Ventoux CCM Acquisition Corp.)
Corporate Transactions. The effective date of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, combination involving the Company and one or more businesses or entities (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more SubsidiariesSubsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limitedthe Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board board of Directors directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of DirectorsBoard, providing for such Business Combination;
Appears in 3 contracts
Samples: Indemnity Agreement (Moose Pond Acquisition Corp, NCV I), Indemnification Agreement (Queen's Gambit Growth Capital II), Indemnification Agreement (Queen's Gambit Growth Capital)
Corporate Transactions. The effective date of on which the Company merges or engages in a merger, share exchange, asset acquisition, share purchase, or reorganization or engages in any other similar initial business combination, involving the Company and combination with one or more businesses or entities (a “Business Combination”), in each case, unless, following such Business Combination: (1i) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) 50% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more SubsidiariesSubsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2ii) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limitedthe Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) % or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3iii) at least a majority of the Board board of Directors directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of DirectorsBoard, providing for such Business Combination;
Appears in 3 contracts
Samples: Indemnity Agreement (Crypto 1 Acquisition Corp), Indemnity Agreement (Crypto 1 Acquisition Corp), Indemnity Agreement (Galata Acquisition Corp.)
Corporate Transactions. The effective date of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization reorganization, or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1A) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) % of the combined voting power of the then outstanding securities of the Company corporation resulting from such Business Combination entitled to vote generally in the election of directors resulting from of such Business Combination corporation (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more SubsidiariesSubsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2B) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limited, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3C) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 3 contracts
Samples: Indemnification Agreement (Enviva Inc.), Indemnification Agreement (REV Renewables, Inc.), Form of Indemnification Agreement (Enviva Inc.)
Corporate Transactions. The effective date of a reorganization, merger, share exchangeamalgamation, asset acquisition, share purchase(or other equity interest) purchase or exchange, reorganization consolidation or similar other business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election appointment of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election appointment of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election appointment of directors; (2) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limitedthe Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election appointment of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board board of Directors directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of DirectorsBoard, providing for such Business Combination;
Appears in 2 contracts
Samples: Indemnification Agreement (Peridot Acquisition Corp. III), Indemnification Agreement (Peridot Acquisition Corp. III)
Corporate Transactions. The effective date of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, combination involving the Company and one or more businesses or entities (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more SubsidiariesSubsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV the Riverstone Investment Group LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limited, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board board of Directors directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of DirectorsBoard, providing for such Business Combination;
Appears in 2 contracts
Samples: Indemnification Agreement (Agriculture & Natural Solutions Acquisition Corp), Indemnification Agreement (Decarbonization Plus Acquisition Corp IV)
Corporate Transactions. The effective date of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, combination involving the Company and one or more businesses or entities (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more SubsidiariesSubsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limitedthe Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 2 contracts
Samples: Indemnification Agreement (TortoiseEcofin Acquisition Corp. III), Form of Indemnification Agreement (Tortoise Acquisition Corp. II)
Corporate Transactions. The effective date of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more SubsidiariesSubsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D LimitedSponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board board of Directors directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of DirectorsBoard, providing for such Business Combination;
Appears in 2 contracts
Samples: Form of Indemnity Agreement (Category Leader Partner Corp 1), Form of Indemnity Agreement (Callodine Acquisition Corp)
Corporate Transactions. The effective date of a merger, share consolidation, capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combinationcombination or entities, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities of the Company entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) % of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more SubsidiariesSubsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limitedthe Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 2 contracts
Samples: Indemnification Agreement (Acropolis Infrastructure Acquisition Corp.), Indemnification Agreement (Acropolis Infrastructure Acquisition Corp.)
Corporate Transactions. The effective date of a reorganization, merger, share exchange, asset acquisition, share purchasestock (or other equity interest) purchase or exchange, reorganization consolidation or similar other business combination, combination involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1A) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more SubsidiariesSubsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2B) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limitedthe Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3C) at least a majority of the Board board of Directors directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of DirectorsBoard, providing for such Business Combination;
Appears in 2 contracts
Samples: Indemnification Agreement (Spartan Acquisition Corp. III), Indemnification Agreement (Spartan Acquisition Corp. III)
Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combinationcombination or entities, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more SubsidiariesSubsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate the Sponsor or any of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limitedits affiliates, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 2 contracts
Samples: Indemnification Agreement (PepperLime Health Acquisition Corp), Form of Indemnification Agreement (PepperLime Health Acquisition Corp)
Corporate Transactions. The effective date consummation of a mergerreorganization, share exchange, asset acquisition, share purchase, reorganization merger or similar business combination, involving consolidation (including a merger or consolidation of the Company and one or more businesses any direct or indirect subsidiary of the Company), or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, immediately following such Business Combination: , (1a) all or substantially all of the individuals and entities who were the Beneficial Owners of the Company’s outstanding Common Stock and the Company’s voting securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially ownhave direct or indirect Beneficial Ownership, directly or indirectlyrespectively, of more than fifty-one percent (51%) 50% of the then outstanding shares of common stock, and more than 50% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the voting securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limited, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent the post-transaction company, and (15%b) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; , no Person (excluding the post-transaction company and any employee benefit plan or related trust of either the Company, the post-transaction company or any subsidiary of either company) Beneficially Owns, directly or indirectly, 30% or more of the then outstanding shares of Common Stock of the corporation resulting from such Business Combination or 30% or more of the combined voting power of the then outstanding voting securities of such corporation, and (3c) at least a majority of the members of the Board of Directors of the post-transaction company or corporation resulting from such Business Combination were Continuing Directors members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;; or
Appears in 2 contracts
Samples: Indemnification Agreement (Stardust Power Inc.), Indemnification Agreement (Global Partner Acquisition Corp II)
Corporate Transactions. The effective date of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, combination involving the Company and one or more businesses or entities (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more SubsidiariesSubsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other Other than an affiliate of SCH Xxxxxxxxx Sponsor IV IX LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limited, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board board of Directors directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of DirectorsBoard, providing for such Business Combination;
Appears in 2 contracts
Samples: Indemnification Agreement (Newbury Street II Acquisition Corp), Indemnification Agreement (Churchill Capital Corp IX/Cayman)
Corporate Transactions. The effective date of a reorganization, merger, share exchange, asset acquisition, share purchasestock (or other equity interest) purchase or exchange, reorganization consolidation or similar other business combination, combination involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more SubsidiariesSubsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limitedthe Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 2 contracts
Samples: Indemnification Agreement (Tortoise Acquisition Corp.), Form of Indemnification Agreement (Tortoise Acquisition Corp.)
Corporate Transactions. The effective date of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more SubsidiariesSubsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV Worldwide Wxxx Acquisition Sponsor, LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limited, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 2 contracts
Samples: Indemnity Agreement (Worldwide Webb Acquisition Corp.), Indemnity Agreement (Worldwide Webb Acquisition Corp.)
Corporate Transactions. The effective date consummation of a mergerreorganization, share exchange, asset acquisition, share purchase, reorganization merger or similar business combination, involving consolidation (including a merger or consolidation of the Company and one or more businesses any direct or indirect subsidiary of the Company), or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, immediately following such Business Combination: , (1a) all or substantially all of the individuals and entities who were the Beneficial Owners of the Company’s outstanding Common Stock and the Company’s voting securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially ownhave direct or indirect Beneficial Ownership, directly or indirectlyrespectively, of more than fifty-one percent (51%) 50% of the then outstanding shares of common stock, and more than 50% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the voting securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limited, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent the Post-Transaction Corporation, and (15%b) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; , no Person (excluding the post-transaction company and any employee benefit plan or related trust of either the Company, the post-transaction company or any subsidiary of either company) Beneficially Owns, directly or indirectly, 30% or more of the then outstanding shares of common stock of the corporation resulting from such Business Combination or 30% or more of the combined voting power of the then outstanding voting securities of such corporation, and (3c) at least a majority of the members of the Board of Directors of the post-transaction company or corporation resulting from such Business Combination were Continuing Directors members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;; or
Appears in 2 contracts
Samples: Indemnification Agreement (Tidewater Inc), Indemnification Agreement (Tidewater Inc)
Corporate Transactions. The effective date of a reorganization, merger, share exchange, asset acquisition, share purchasestock (or other equity interest) purchase or exchange, reorganization consolidation or similar other business combination, combination involving the Company and one or more businesses or entities (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company corporation or corporation other entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limitedthe Sponsor, no Person (excluding any company corporation or corporation other entity resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent twenty (1520%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company corporation or corporation other entity except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company corporation or corporation other entity resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 1 contract
Samples: Form of Indemnification Agreement (Nabors Energy Transition Corp.)
Corporate Transactions. The effective date of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH RMG Sponsor IV VI, LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limited, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 1 contract
Corporate Transactions. The effective date of a reorganization, merger, share exchange, asset acquisition, share purchasestock (or other equity interest) purchase or exchange, reorganization consolidation or similar other business combination, combination involving the Company and one or more businesses or entities (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company corporation or corporation other entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limitedthe Sponsor, no Person (excluding any company corporation or corporation other entity resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company corporation or corporation other entity except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company corporation or corporation other entity resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 1 contract
Samples: Form of Indemnification Agreement (Switchback III Corp)
Corporate Transactions. The effective date of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH RMG Sponsor IV V, LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limited, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 1 contract
Corporate Transactions. The effective date Consummation of a mergerreorganization, share exchange, asset acquisition, share purchase, reorganization merger or similar business combination, involving consolidation of the Company and one or more businesses any direct or indirect subsidiary of the Company or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination: , (1) all or substantially all of the individuals and entities who were the Beneficial Owners Owners, respectively, of securities entitled to vote generally in the election of directors Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one fifty percent (5150%) of the combined then-outstanding voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors of the corporation resulting from such Business Combination (includingwhich shall include for these purposes, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiariessubsidiaries) in substantially the same proportions as their ownership ownership, immediately prior to such Business Combination, of Outstanding Company Voting Securities, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination and any Person beneficially owning, immediately prior to such Business Combination, directly or indirectly, 35% or more of the Outstanding Company Voting Securities) beneficially owns, directly or indirectly, thirty five percent (35%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination, or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limited, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors members of the company or board of directors of the corporation resulting from such Business Combination were Continuing Incumbent Directors at the time of the execution of the initial agreement, or of the action of the Board of DirectorsBoard, providing for such Business Combination;. For purposes of this Section 2(b), the following terms shall have the following meanings:
Appears in 1 contract
Samples: Indemnification Agreement (Zebra Technologies Corp)
Corporate Transactions. The effective date of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, combination involving the Company and one or more businesses or entities (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more SubsidiariesSubsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (21) other than an affiliate of SCH Sponsor IV the Riverstone Investment Group LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limited, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (31) at least a majority of the Board board of Directors directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of DirectorsBoard, providing for such Business Combination;
Appears in 1 contract
Samples: Indemnification Agreement (Decarbonization Plus Acquisition Corp V)
Corporate Transactions. The effective date of a reorganization, merger, share exchangeamalgamation, asset acquisition, share purchase(or other equity interest) purchase or exchange, reorganization consolidation or similar other business combination, combination involving the Company and one or more businesses or entities (a “Business Combination”), in each case, unless, following such Business Combination: (1A) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more SubsidiariesSubsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2B) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limitedthe Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3C) at least a majority of the Board board of Directors directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of DirectorsBoard, providing for such Business Combination;
Appears in 1 contract
Samples: Indemnification Agreement (Spartan Acquisition Corp. IV)
Corporate Transactions. The effective date Consummation of a reorganization, merger, share exchangeconsolidation, asset acquisitionsale or other disposition of all or substantially all of the assets of the Company, share purchase, reorganization or similar business combination, involving the Company and one or more businesses an acquisition of assets of another entity (a “Business Combination”), in each case, unless, following such Business Combination: , (1a) all or substantially all of the individuals and entities Persons who were the Beneficial Owners of securities entitled to vote generally in the election of directors Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially ownare the Beneficial Owners of, directly or indirectly, more than fifty-one percent (51%) 50% of the then outstanding shares of common equity and the combined voting power of the then outstanding securities Voting Securities, as the case may be, of the Company entitled to vote generally in the election of directors entity resulting from such Business Combination (including, without limitation, a company or corporation an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership ownership, immediately prior to such Business Combination, Combination of the securities entitled to vote generally in Outstanding Company Common Stock and Outstanding Company Voting Securities, as the election of directors; case may be, (2b) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limited, no Person (excluding any company employee benefit plan (or corporation related trust) of the Company or the entity resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) 25% or more of the then outstanding shares of common equity of the entity resulting from such Business Combination or the combined voting power of the then outstanding securities entitled to vote generally in the election Voting Securities of directors of the surviving company or corporation such entity, except to the extent that such ownership results solely from ownership of the Company that existed prior to the Business Combination; , and (3c) at least a majority of the Board of Directors members of the company board of directors or corporation other similar governing body of the entity resulting from such Business Combination were Continuing Directors members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of DirectorsBoard, providing for such Business Combination;
Appears in 1 contract
Samples: Form of Indemnification Agreement (Universal Insurance Holdings, Inc.)
Corporate Transactions. The effective date of a reorganization, merger, share exchange, asset acquisition, share purchasestock (or other equity interest) purchase or exchange, reorganization consolidation or similar other business combination, combination involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more SubsidiariesSubsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D LimitedXxxxxx Xxxxx, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen twenty percent (1520%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 1 contract
Corporate Transactions. The effective date of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, combination involving the Company and one or more businesses or entities (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company corporation or corporation other entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limitedthe Sponsor, no Person (excluding any company corporation or corporation other entity resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company corporation or corporation other entity except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company corporation or corporation other entity resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 1 contract
Samples: Form of Indemnification Agreement (Nabors Energy Transition Corp. II)
Corporate Transactions. The effective date of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH RMG Sponsor IV IV, LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limited, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 1 contract
Corporate Transactions. The effective date of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH RMG Sponsor IV VII, LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limited, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 1 contract
Corporate Transactions. The effective date of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH RMG Sponsor IV III, LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limited, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 1 contract
Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company Corporation and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) % of the combined voting power of the then outstanding securities of the Company Corporation entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company Corporation or all or substantially all of the CompanyCorporation’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than a current stockholder of ARYA Sciences Acquisition Corp IV or Amicus Therapeutics, Inc., or an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limitedthereof, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) % or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board board of Directors directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of DirectorsBoard, providing for such Business Combination;
Appears in 1 contract
Samples: Indemnity Agreement (ARYA Sciences Acquisition Corp IV)
Corporate Transactions. The effective date of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV HPX Capital Partners LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limited, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 1 contract
Samples: Indemnity Agreement (HPX Corp.)
Corporate Transactions. The effective date of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of SCH Sponsor IV HPX Capital Partners LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limited, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 1 contract
Samples: Indemnity Agreement (HPX Corp.)
Corporate Transactions. The effective date of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, combination involving the Company and one or more businesses or entities (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (21) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limitedthe Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (31) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
Appears in 1 contract
Samples: Form of Indemnification Agreement (Switchback II Corp)
Corporate Transactions. The effective date of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) % of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more SubsidiariesSubsidiaries(as defined US-DOCS\127251117.4 below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; directors; (2) other than an affiliate of SCH Sponsor IV LLC, ChaChaCha SPAC D, LLC or Hedosophia Acquisitions D Limitedthe Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) % or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; Combination; and (3) at least a majority of the Board board of Directors directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of DirectorsBoard, providing for such Business Combination;Combination;
Appears in 1 contract
Samples: Indemnity Agreement (VMG Consumer Acquisition Corp.)
