Proposal No. 2 Recursion Adjournment Proposal Proposal to approve any motion to adjourn the Recursion Special Meeting to another time or place, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Recursion Special Meeting to approve the Recursion Share Issuance Proposal. As of the date of this joint proxy statement, Recursion does not know of any other matters that will be presented for consideration at the Recursion Special Meeting other than those matters discussed in this joint proxy statement. If any other matters properly come before the Recursion Special Meeting and call for a TABLE OF CONTENTS stockholder vote, valid proxies will be voted by the holders of the proxies in accordance with the recommendation of Recursion’s Board of Directors or, if no recommendation is given, in their own discretion. The close of business on October 2, 2024 has been fixed as the Recursion record date for determining those Recursion stockholders entitled to notice of and to vote at the Recursion Special Meeting and any adjournment or postponement of the Recursion Special Meeting. Each share of Recursion Class A Common Stock entitles its holder to one vote at the Recursion Special Meeting on all matters properly presented at the meeting. Each share of Recursion Class B Common Stock entitles its holder to ten votes at the Recursion Special Meeting on all matters properly presented at the meeting. As of the close of business on the Recursion record date for the Recursion Special Meeting, there were 279,019,222 shares of Recursion Class A Common Stock outstanding as of the Recursion Record date and entitled to vote and 7,058,575 shares of Recursion Class B Common Stock outstanding and entitled to vote, representing an aggregate of 349,604,972 votes. The holders of a majority of the voting power of Recursion’s capital stock issued and outstanding and entitled to vote, present in person (including virtually via the internet) or represented by proxy, is necessary to constitute a quorum for the transaction of business at the Recursion Special Meeting. Abstentions and broker non-votes, if any, will be counted for purposes of determining whether a quorum is present for the transaction of business at the Recursion Special Meeting.
Proposal No. 3 (2021 Equity
Proposal No. 6 (Postponement or
Proposal No. 9 — The “Nasdaq Proposal” — to consider and vote upon a proposal to approve, for purposes of complying with the applicable listing rules of the Nasdaq Stock Market, the issuance of shares of HCAC Class A Common Stock to the Canoo equity holders in the Mergers pursuant to the Merger Agreement and to the investors in the private offering of securities to certain investors in connection with the Business Combination; and • Proposal No. 10 — The “Adjournment Proposal” — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote. Only holders of record of shares of HCAC Class A Common Stock and shares of Class B common stock of Xxxxxxxx Capital, par value $0.0001 per share (“HCAC Class B Common Stock”), at the close of business on October 27, 2020 are entitled to notice of the special meeting and to vote at the special meeting and any adjournments or postponements of the special meeting. A complete list of our stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting. Pursuant to our Existing Charter, we are providing the holders of shares of HCAC Class A Common Stock originally sold as part of the units issued in our initial public offering (the “IPO” and such holders, the “Public Stockholders”) with the opportunity to redeem, upon the closing of the Business Combination (the “Closing”), shares of HCAC Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to Xxxxxxxx Capital to pay its franchise and income taxes) from the IPO and a concurrent private placement of warrants to our Xxxxxxxx Capital Partners IV LLC (our “Sponsor”) and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (the “Anchor Investor”). For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of October 27, 2020 of approximately $306.6 m...
Proposal No. 1—Metro Merger Proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Proposal No. 2—Metro Compensation Proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Proposal No. 3—Metro Adjournment Proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 F.N.B. SPECIAL MEETING OF SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Date, Time and Place of Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Purpose of the Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Recommendation of the F.N.B. Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Proposal No. 2 – The Nasdaq Proposal – to consider and vote upon a proposal to approve, for the purposes of complying with Nasdaq Listing Rule 563(a), (b) and (d), the issuance of more than 20% of the issued and outstanding shares of common stock of Riverview, in connection with the Business Combination, immediately prior to the SPAC Merger (“the Nasdaq Proposal”).
Proposal No. 3 – The Adjournment Proposal – to consider and vote upon a proposal to adjourn the special meeting of Riverview (the “Riverview Special Meeting”) to a later date or time, if necessary, to permit further solicitation of proxies if, based upon the tabulated vote at the time of the Riverview Special Meeting, there are not sufficient votes to approve the Business Combination Proposal or the Nasdaq Proposal, or hold- ers of shares of Class A common stock of Riverview, par value $0.001 per share (the “Riverview Class A Shares”) have elected to redeem an amount of Riverview Class A Shares such that (i) Riverview would have less than $5,000,001 of net tangible assets, (ii) the condition that Avail- able Cash (as defined in the proxy statement/prospectus) be equal to or greater than $250,000,000 would not be satisfied (unless waived by Westrock) (provided that this condition will be deemed satisfied if the amount by which Available Cash is less than $250,000,000 is less than or equal to the amount by which investors in the PIPE Financing that agreed to purchase shares of common stock, par value $0.01 per share, of Westrock, failed to fund) or (iii) the Nasdaq Listing Condition (as de- fined in the proxy statement/prospectus) would not be satisfied. FOR AGAINST ABSTAIN
Proposal No. 3 (Increase in Authorized Shares Proposal). Approval of an amendment to the restated certificate of incorporation of NTN to increase the number of authorized shares of its common stock from 15,000,000 shares to 100,000,000 shares.
