Proposal No Sample Clauses

Proposal No. 4 — The “Adjournment Proposal” — a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event, based on the tabulated votes, that there are not sufficient votes at the time of the special meeting to approve any of the other proposals presented at the special meeting or in order to seek withdrawals from HCVI stockholders who have exercised their redemption right. NOTE: In their discretion, the proxyholders will vote on such other business as may properly come before the special meeting. XXXXXXXX CAPITAL INVESTMENT CORP. VI PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail Vote by Internet - QUICK EASY FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED CONTROL NUMBER Signature______________________________ Signature, if held jointly__________________________________ Date_____________, 2025 Signature should agree with name printed hereon. If stock is held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney. PROXY CARD THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL PROPOSALS. Please mark your votes like this X FOR AGAINST ABSTAIN INTERNET – xxx.xxxxxxxxxxxx.xxx Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. Vote at the Meeting – If you plan to attend the virtual online special meeting, you will need your 12 digit control number to vote electronically at the special meeting. To attend: xxxxx://xxx.xxxxxxxx.xxx/ hennessycapvi/2025 MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided or return it to: Continental Stock Transfer and Trust, 0 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on _________, 2025. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 2025

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.

Proposal No. The 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. 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. 8 (Transaction Related Executive Compensation Proposal). Approval, on a nonbinding, advisory basis, of the compensation that will be paid or may become payable to the named executive officers of NTN in connection with the Merger and/or Asset Sale.

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—Metro Compensation Proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

Proposal No. 2: McDermott Authorized Capital Articles Amendment Resolution

Proposal No. 6: The Compensation Resolution Approval of this proposal is not a condition to completion of the Combination. The CB&I Boards recommend that CB&I shareholders vote “FOR” the Compensation Resolution.

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...