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Proposal No Sample Clauses

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.
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Proposal No. 1—Metro Merger Proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Proposal No. 6 (Postponement or
Proposal NoThe NYSE Issuance Proposal: To consider and vote upon a proposal for purposes of complying with applicable provisions of Rule 312.03 of the NYSE Listed Company Manual, to approve (i) the issuance of more than twenty percent (20%) of FVAC’s currently issued and outstanding FVAC Common Stock in connection with the Business Combination, and (ii) the issuance of more than one percent (1%) of FVAC’s currently issued and outstanding FVAC Common Stock to a Related Party (as defined in Rule 312.03 of the NYSE Listed Company Manual) in connection with the Business Combination;
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. The Liquidation Resolutions The Combination cannot be completed unless the CB&I shareholders approve the Liquidation Resolutions. The CB&I Boards recommend that CB&I shareholders vote “FOR” the Liquidation Resolutions.
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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. 9 (Adjournment Proposal). Approval of an adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Merger Share Issuance Proposal, the Reverse Stock Split Proposal, the Increase in Authorized Shares Proposal, the Series A Voting Rights Proposal, or the Asset Sale Proposal. The NTN board of directors has determined that: ● The transactions contemplated by the Merger Agreement, including the Merger, the issuance of shares of NTN common stock to Brooklyn’s members pursuant to the Merger Agreement and the change of control resulting therefrom are fair to, advisable and in the best interest of NTN and its stockholders, and has approved and declared advisable the Merger Agreement and the transactions contemplated thereby. The NTN board of directors recommends that NTN’s stockholders vote “FOR” the Merger Share Issuance Proposal. ● The reverse stock split contemplated by the Reverse Stock Split Proposal is fair to, advisable and in the best interest of NTN and its stockholders, and has approved and declared advisable the Reverse Stock Split Proposal. The NTN board of directors recommends that NTN’s stockholders vote “FOR” the Reverse Stock Split Proposal. ● The increase in the authorized common stock of NTN contemplated by the Increase in Authorized Shares Proposal is fair to, advisable and in the best interest of NTN and its stockholders, and has approved and declared advisable the Increase in Authorized Shares Proposal. The NTN board of directors recommends that NTN’s stockholders vote “FOR” the Increase in Authorized Shares Proposal. ● Granting voting rights to the holders of NTN’s Series A Convertible Preferred Stock on an as-converted to common stock basis as contemplated by the Series A Voting Rights Proposal is fair to, advisable and in the best interest of NTN and its stockholders, and has approved and declared advisable the Series A Voting Rights Proposal. The NTN board of directors recommends that NTN’s stockholders vote “FOR” the Series A Voting Rights Proposal. ● The name change contemplated by Name Change Proposal is fair to, advisable and in the best interest of NTN and its stockholders, and has approved and declared advisable the Name Change Proposal. The NTN board of directors recommends that NTN’s stockholders vote “FOR” the Name Change Proposal. ● The Asset Sale contemplated by the Asset Sale Proposal is expedient and in the best interest of NTN and its stockholders, and has...
Proposal No. 7 — The Incentive Plan Proposal: To approve and adopt the Incentive Plan; and
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