SPAC Shareholder Approval. SPAC shall, in accordance with applicable Law and Nasdaq rules, (a) as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to SPAC Shareholders in compliance with applicable Law and Nasdaq rules, (ii) duly (1) give notice of and (2) convene and hold an extraordinary general meeting of SPAC Shareholders (the “SPAC Extraordinary General Meeting”) in accordance with SPAC’s Governing Documents and Nasdaq rules for a date no later than thirty (30) Business Days following the date the Registration Statement is declared effective under the Securities Act, and (iii) solicit proxies from the holders of SPAC Ordinary Shares to vote in favor of each of the Transaction Proposals, and (b) provide SPAC Shareholders with the opportunity to elect to effect a SPAC Share Redemption. Subject to any Permitted Withdrawal, SPAC shall, through its Board of Directors, recommend to SPAC Shareholders the (A) adoption and approval of this Agreement and the consummation of the Transactions in accordance with applicable Law and exchange rules and regulations, (B) the authorization of the Plan of Merger, (C) in connection with the Domestication, the amendment of the SPAC Organizational Documents and approval of the SPAC Successor Certificate of Incorporation and SPAC Successor Bylaws, (D) approval of the change of SPAC’s name to “Silver Spike Merger Sub II, Inc.”, (E) adoption and approval of the First Certificate of Merger in accordance with the DGCL, (F) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, (G) adoption and approval of any other proposals as reasonably agreed by SPAC and the Company to be necessary or appropriate in connection with this Agreement, the Plan of Merger or the Transactions, and (H) adjournment of SPAC Extraordinary General Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (G), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. SPAC Board shall not withdraw, amend, qualify or modify its recommendation to SPAC Shareholders that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its r...
SPAC Shareholder Approval. The SPAC Shareholder Approval shall have been obtained.
SPAC Shareholder Approval. (i) After the Proxy/Registration Statement is declared effective under the Securities Act, SPAC shall (A) within ten (10) Business Days thereof, mail the Proxy/Registration Statement to the SPAC Shareholders (which shall set forth a record date for, duly call and give notice of a meeting of the SPAC Shareholders (including any adjournment or postponement thereof, the “SPAC Shareholders’ Meeting”)) and (B) no later than twenty (20) days after the mailing of the Proxy/Registration Statement to the SPAC Shareholders, or such other date as may be agreed by SPAC and the Group Companies, acting reasonably, hold such SPAC Shareholders’ Meeting for the purpose of voting on the Transaction Proposals, obtaining SPAC Shareholders’ Approval (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing SPAC Shareholders with the opportunity to elect to effect an SPAC Share Redemption and such other matters as may be mutually agreed by SPAC and the Group Companies.
SPAC Shareholder Approval. (a) SPAC shall, prior to the Proxy Statement/Prospectus Clearance Date, set a record date that is mutually agreed upon by SPAC and the Company (the “SPAC Record Date”) for determining the SPAC Shareholders entitled to attend the SPAC Special Meeting. SPAC shall timely commence a “broker search” in accordance with Rule 14a-12 of the Exchange Act. Promptly following the Proxy Statement/Prospectus Clearance Date, SPAC shall file the definitive Proxy Statement/Prospectus with the SEC and cause the Proxy Statement/Prospectus to be mailed to each SPAC Shareholder of record as of the SPAC Record Date.
SPAC Shareholder Approval. The SPAC Shareholder Approval shall have been obtained at the SPAC Shareholders Meeting in accordance with the Registration Statement / Proxy Statement, the Companies Act, the SPAC Organizational Documents and the rules and regulations of Nasdaq Capital Market and a certified copy of such Arrangement Resolution shall have been delivered to the Company.
SPAC Shareholder Approval. (i) SPAC shall (a) as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement/Prospectus to be disseminated to SPAC Shareholders in compliance with applicable Law, (ii) solely with respect to the following clause (1), duly (1) give notice of and (2) convene and hold an extraordinary general meeting of the SPAC Shareholders (the “SPAC Shareholders’ Meeting”) in accordance with the SPAC Articles and the NASDAQ rules and regulations for a date no later than thirty-five (35) Business Days following the date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of SPAC Ordinary Shares to vote in favor of each of the SPAC Transaction Proposals, and (b) provide its shareholders with the opportunity to elect to effect an SPAC Shareholder Redemption. SPAC shall, through the SPAC Board, recommend to its shareholders the approval of the SPAC Transaction Proposals (the “SPAC Board Recommendation”) and include such recommendation in the Proxy Statement. The SPAC Board shall not withdraw, amend, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Transaction Proposals. 66
SPAC Shareholder Approval. (a) SPAC shall, as promptly as reasonably practicable after the Registration Statement / Proxy Statement is declared effective under the Securities Act, (a) establish the record date for, duly call, give notice of, convene and hold a meeting of SPAC Shareholders (the “SPAC Shareholders Meeting”) in accordance with the SPAC Memorandum and Articles of Association and applicable Law, solely for the purpose of (i) providing SPAC Shareholders with the opportunity to exercise their SPAC Shareholder TABLE OF CONTENTS Redemption Right, (ii) obtaining the SPAC Shareholder Approval, and (iii) related and customary procedural and administrative matters, (b) cause the Proxy Statement to be disseminated to the SPAC Shareholders in compliance with applicable Law and (c) subject to a SPAC Change in Recommendation, solicit proxies from the SPAC Shareholders to vote in accordance with the SPAC Board Recommendation, and, if applicable, any approvals related thereto. Subject to a SPAC Change in Recommendation, SPAC shall, through approval of the SPAC Board, recommend to the SPAC Shareholders that they vote in favor of the SPAC Transaction Proposals (such recommendation, the “SPAC Board Recommendation”) and shall include such SPAC Board Recommendation in the Proxy Statement.
SPAC Shareholder Approval approval of the SPAC Proposals and SPAC Extension Proposals by SPAC Shareholders by the requisite affirmative vote in accordance with the NYSE Listing Rules, the SPAC’s Amended and Restated Memorandum and Articles of Association, Cayman Islands general law and any applicable SPAC Proxy Statement.
SPAC Shareholder Approval. SPAC shall take all action necessary to obtain the approval on SPAC Shareholder Approval Matters by the requisite vote of the shareholders of SPAC in accordance with the SPAC Charter, applicable Law and the Proxy Statement, by convening the Special Shareholder Meeting (the “Required Shareholder Approval”) as promptly as reasonably practicable.
