The NYSE Proposal. To consider and vote upon a proposal to (i) issue Combined Company Common Stock to (a) the Energy Vault Stockholders as a result of the Merger pursuant to the Business Combination Agreement; and (b) the investors in the PIPE; and (ii) issue equity awards under the 2022 Plan if such plan is approved in accordance with Proposal 3 (Equity Incentive Plan Proposal).
The NYSE Proposal. To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange (the “NYSE”), (a) the issuance of approximately 91,301,000 shares of New Nuvation Bio Class A common stock and approximately 57,584,000 shares of New Nuvation Bio Class B common stock (together with the reservation of additional shares of New Nuvation Bio Class A common stock for issuance in respect of certain options issued in exchange for outstanding pre-merger Nuvation Bio options) in accordance with the terms of the merger agreement; (b) the issuance and sale of 47,655,000 shares of New Nuvation Bio Class A common stock in the PIPE investment (as defined below) to certain investors, (c) the issuance and sale of 2,500,000 forward purchase units, consisting of 2,500,000 shares of New Nuvation Bio Class A common stock and warrants to purchase 833,333 shares of New Nuvation Bio Class A common stock to funds affiliated with EcoR1 Capital, LLC, pursuant to that certain forward purchase agreement, dated as of June 30, 2020, and (d) the issuance and sale of such additional shares of New Nuvation Bio Class A common stock as EcoR1 Panacea Holdings, LLC and its affiliates may elect to purchase in order to satisfy the minimum cash closing condition as set forth in the merger agreement (the “NYSE Proposal”) (Proposal No. 3);
The NYSE Proposal. The affirmative vote of a majority of the votes cast by holders of Panacea common stock present in person or represented by proxy at the Panacea Special Meeting, assuming a quorum is present, is required to approve the NYSE Proposal. Notwithstanding the approval of the NYSE Proposal, if the merger is not consummated for any reason, the actions contemplated by the NYSE Proposal will not be effected. The Incentive Plan Proposal: The affirmative vote of a majority of the votes cast by holders of Panacea common stock present in person or represented by proxy at the Panacea Special Meeting, assuming a quorum is present, is required to approve the Incentive Plan Proposal. Notwithstanding the approval of the Incentive Plan Proposal, if the merger is not consummated for any reason, the actions contemplated by the Incentive Plan Proposal will not be effected. The ESPP Proposal: The affirmative vote of a majority of the votes cast by holders of Panacea common stock present in person or represented by proxy at the Panacea Special Meeting, assuming a quorum is present, is required to approve the ESPP Proposal. Notwithstanding the approval of the ESPP Proposal, if the merger is not consummated for any reason, the actions contemplated by the ESPP Proposal will not be effected. The Adjournment Proposal: The affirmative vote of a majority of the votes cast by holders of Panacea common stock present in person or represented by proxy at the Panacea Special Meeting, assuming a quorum is present, is required to approve the Adjournment Proposal.
The NYSE Proposal. To consider and vote upon a proposal, for purposes of complying with the applicable NYSE listing requirements (including Section 312.03 of the NYSE’s Listed Company Manual), to approve the issuance of shares of Osprey Class A common stock in accordance with the terms of the merger agreement and the PIPE documents in connection with the merger and the PIPE Investment (as defined below) (Proposal No. 9 or the “NYSE Proposal”);
The NYSE Proposal. To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange (the “NYSE”): (i) the issuance of shares of New Xxxxxx Xxxx Common Stock immediately following the consummation of the merger, pursuant to the PIPE Agreements (as defined herein); (ii) the issuance of shares of New Xxxxxx Xxxx Common Stock pursuant to the merger agreement; and (iii) the related change of control of STPC that will occur in connection with consummation of the merger and the other transactions contemplated by the merger agreement and PIPE Agreements (Proposal No. 6);
The NYSE Proposal. To approve, for purposes of complying with applicable listing rules of the NYSE: (i) the issuance of shares of New Xxxxxx Xxxx Common Stock immediately following the consummation of the merger, pursuant to the PIPE Agreements; (ii) the issuance of shares of New Xxxxxx Xxxx Common Stock pursuant to the merger agreement; and (iii) the related change of control of STPC that will occur in connection with consummation of the merger and the other transactions contemplated by the merger agreement and PIPE Agreements;
The NYSE Proposal. The affirmative vote of a majority of the votes cast by holders of common stock, voting together as a single class at a meeting at which a quorum is present, is required to approve the NYSE Proposal. Accordingly, under Delaware law, a stockholder’s failure to vote, as well as an abstention from voting and a broker non-vote, will have no effect on the NYSE Proposal. For purposes of NYSE rules, however, abstentions are treated as “votes cast” and will be counted as votes “AGAINST” this proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established.
