Vote Required for Approval. If the Merger Proposal is not approved, the SuRo PIPE Issuance Proposal will not be presented at the Xxxxxxxxx Special Meeting. The approval of the SuRo PIPE Issuance Proposal requires the majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Xxxxxxxxx Special Meeting. Failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Xxxxxxxxx Special Meeting, abstentions and broker non-votes will have no effect on the SuRo PIPE Issuance Proposal. The Merger is conditioned upon the approval of the SuRo PIPE Issuance Proposal, subject to the terms of the Skillsoft Merger Agreement. Notwithstanding the approval of the SuRo PIPE Issuance Proposal, if the Merger is not consummated for any reason, the actions contemplated by the SuRo PIPE Issuance Proposal will not be effected. The Sponsor and Xxxxxxxxx’x directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of the SuRo PIPE Issuance Proposal. See “Other Agreements — Sponsor Agreement” for more information. The Incentive Plan provides that the total number of shares of Xxxxxxxxx Class A common stock that may be issued under the Incentive Plan is 10% of the shares of Xxxxxxxxx Class A common stock outstanding On March 12, 2021, the Xxxxxxxxx Board adopted the Xxxxxxxxx Capital Corp II 2020 Omnibus Incentive Plan (the “Incentive Plan”), effective as of the closing of the Merger, subject to the approval of our stockholders. Xxxxxxxxx anticipates that the initial share reserve to be authorized under the Incentive Plan should be sufficient for multiple years of future awards. We are seeking stockholder approval of the Incentive Plan (i) in order for incentive stock options to meet the requirements of the Code and (ii) in order to comply with the NYSE Listing Rules. The purpose of the Incentive Plan is to enhance the Post-Combination Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Post- Combination Company by providing these individuals with equity ownership opportunities. We believe that the Incentive Plan is essential to our success. Equity awards are intended to motivate high levels of performance and align the interests of our directors, employees and consultants with those of our stockholders by giving directors, employees and consultants an equity stake ...
Vote Required for Approval. If the Business Combination Proposal is not approved, the Stock Issuance Proposal will not be presented at the Special Meeting. The approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by holders of Software Acquisition Group common stock, voting together as a single class at a meeting at which quorum is present at the Special Meeting. Failure to submit a proxy or to vote at the Special Meeting and broker non-votes will have no effect on the Stock Issuance Proposal. Abstentions are considered present for the purposes of establishing a quorum and will have no effect on the Stock Issuance Proposal. The merger is conditioned upon the approval of the Stock Issuance Proposal, subject to the terms of the merger agreement. Notwithstanding the approval of the Stock Issuance Proposal, if the merger is not consummated for any reason, the actions contemplated by the Stock Issuance Proposal will not be effected. The stockholders of Software Acquisition Group are being asked to approve the CuriosityStream Inc. 2020 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) at the Special Meeting. The Omnibus Incentive Plan was approved by the Software Acquisition Group board of directors on August 7, 2020, subject to approval by our stockholders. We are seeking stockholder approval of the Omnibus Incentive Plan (i) in order for incentive stock options to meet the requirements of the Code and (ii) in order to comply with the NASDAQ listing rules. If approved by our stockholders, the Omnibus Incentive Plan will become effective upon the consummation of the merger. The Omnibus Incentive Plan is intended to be a vital component of our compensation program following the consummation of the transactions contemplated by the merger agreement and the primary equity plan we use to grant equity-based incentive awards to our directors, officers, employees and consultants. The board of directors of Software Acquisition Group believes that granting equity awards under the Omnibus Incentive Plan will serve to align the interests of the key services providers of New CuriosityStream and its subsidiaries with New CuriosityStream’s stockholders, and that it would be in the best interest of New CuriosityStream and its stockholders to make such grants. The statements made in this Proposal No. 13 concerning terms and provisions of the Omnibus Incentive Plan are summaries and do not purport to be a complete recitation of the Omnibus Incentive Plan ...
Vote Required for Approval. Approval of the advisory compensation proposal requires the affirmative vote of the holders of a majority of the shares of SemGroup common stock and SemGroup preferred stock, on an as-converted basis, voting as a single class, entitled to vote thereon and present in person or represented by proxy at the special meeting. Recommendation of the SemGroup Board of Directors THE SEMGROUP BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL 2 AS TO THE APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF SPECIFIED COMPENSATION THAT MAY BE RECEIVED BY SEMGROUP’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. 138 Table of Contents LEGAL MATTERS The validity of the ET common units to be issued in connection with the merger and being offered by this proxy statement/prospectus will be passed upon by Xxxxxx & Xxxxxxx LLP, Houston, Texas. Certain U.S. federal income tax consequences of the merger will be passed upon by Xxxxxx & Xxxxxxx LLP, Houston, Texas, for Energy Transfer and Xxxxxxxx & Xxxxx LLP, Houston, Texas, for SemGroup. The audited consolidated financial statements of Energy Transfer LP and subsidiaries and management’s assessment of the effectiveness of internal control over financial reporting incorporated by reference in this proxy statement/prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the reports of Xxxxx Xxxxxxxx LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The audited consolidated financial statements of SemGroup Corporation and subsidiaries as of December 31, 2018 and 2017 and for each of the two years in the period ended December 31, 2018 and the effects of the adjustments to the 2016 consolidated financial statements to retrospectively apply the change in reportable operating segments as described in Note 21 and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2018, incorporated by reference in this proxy statement/prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the reports of Xxxxx Xxxxxxxx LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated financial statements of SemGroup Corporation for the year ended December 31, 2016 (before the effects of the adjustments to retrospectively apply the ...
Vote Required for Approval. Each of Charter Proposals 2a through 2h will be approved and adopted if the holders of a majority of all outstanding shares of Novus Common Stock entitled to vote thereon at the special meeting vote “FOR” such respective Charter Proposals. Each of Charter Proposals 2a through 2h needs to be approved in order for the Charter Proposals to be approved. Adoption of the Charter Proposals is conditioned on the approval of the Business Combination Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Nasdaq Proposal at the special meeting. The Closing is conditioned on the approval of the Business Combination Proposal, each of the Charter Proposals, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Nasdaq Proposal at the special meeting.
Vote Required for Approval. The Adjournment Proposal will be approved and adopted if the holders of a majority of the shares of Novus Common Stock represented virtually in person or by proxy and voted thereon at the special meeting vote “FOR” the Adjournment Proposal. Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other Stockholder Proposals. AppHarvest is building some of the world’s largest high-tech greenhouses, combining conventional agricultural techniques with today’s technology to grow fruits and vegetables that are not genetically modified organisms and are free from chemical pesticides. The Company’s vision is to create America’s AgTech capital from within Appalachia and provide better produce, better farming practices and better jobs. Our Founder and Chief Executive Officer, Xxxxxxxx Xxxx, is a Kentucky native, and AppHarvest’s employees have deep ties to this region, which has endured the rapid decline of its signature coal industry. AppHarvest chose its location intentionally to do its part in helping build a more inclusive, resilient economy. The Company’s location in Eastern Kentucky also allows it to be within a day’s drive of nearly 70% of the U.S. population, significantly reducing transportation costs compared to fruits and vegetables trucked cross- country from the southwestern United States and Mexico. This is expected to allow AppHarvest’s produce to be cost-competitive, and, by harvesting closer to consumers, AppHarvest can minimize the need to treat its produce, a practice that can reduce nutritional value. Agriculture’s challenges today are serious and wide-reaching. The United Nations forecasts that global food production will need to increase at least 50% by 2050 to feed the growing global population. Climate change is redistributing water resources around the world, and traditional farming areas are being displaced. Soil erosion linked to agriculture is estimated to range from 10 to 20 times, up to more than 100 times, higher than soil formation according to the United Nations Intergovernmental Panel on Climate Change. Furthermore, an estimated 23% of land areas have become less productive farmland because of land degradation. Meanwhile, in most regions of the world, more than 70% of the world’s freshwater is used for agriculture. If traditional farming does not change, we would require a second planet Earth to feed the world’s population. AppHarvest believes that controlled environment agriculture is the solution. B...
Vote Required for Approval. This Business Combination Proposal (and consequently, the merger agreement and the transactions contemplated thereby, including the merger) will be approved and adopted only if the holders of a majority of the votes cast by holders of Software Acquisition Group common stock, voting together as a single class at a meeting at which there is a quorum, vote “FOR” the Business Combination Proposal. Failure to submit a proxy or to vote at the Special Meeting and broker non-votes will have no effect on the Business Combination Proposal. Abstentions are considered present for the purposes of establishing a quorum and will have no effect on the Business Combination Proposal. The merger is conditioned upon the approval of the Business Combination Proposal, subject to the terms of the merger agreement. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal, as described below) will not be presented to the stockholders for a vote. The Sponsors and Software Acquisition Group’s directors and officers have agreed to vote the Founder Shares and any public shares owned by them in favor of the Business Combination Proposal. See “Other Agreements — Software Acquisition Group Letter Agreement” for more information. The following table sets forth a summary of the principal changes proposed to be made between our existing charter and the Proposed Charter. This summary is qualified by reference to the complete text of the Proposed Charter, a copy of which is attached to this proxy statement as Annex B. All stockholders are encouraged to read the proposed charter in its entirety for a more complete description of its terms.
Vote Required for Approval. The approval of the Adjournment Proposal requires an affirmative vote of a majority of the votes cast by holders of Software Acquisition Group common stock, voting separately as a single class, regardless of whether a quorum is present, voting in or represented by proxy at the Special Meeting.
Vote Required for Approval. The approval of the ENVB Share Issuance Proposal requires the affirmative vote of a majority of the votes cast by holders of ENVB’s common stock as of the Record Date present in person or represented by proxy at the ENVB annual meeting. Directors are elected by a plurality of the votes cast, and the five nominees who receive the greatest number of favorable votes of the holders of the common stock cast in the Election of Directors at the ENVB annual meeting will be elected directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. The approval of the Say-on-Pay Proposal requires the affirmative vote of a majority of the voting power of the shares of ENVB common stock present in person or represented by proxy at the ENVB annual meeting and entitled to vote on the proposal. The approval of the Auditor Ratification Proposal requires the affirmative vote of the holders of a majority of the ENVB common stock having voting power present in person or represented by proxy at the ENVB annual meeting and entitled to vote thereon. The approval of the ENVB Adjournment Proposal requires the affirmative vote of a majority of the voting power of the shares of ENVB common stock present in person or represented by proxy at the ENVB annual meeting and entitled to vote on the proposal.
Vote Required for Approval. The approval of the Adjournment Proposal requires the majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Xxxxxxxxx Special Meeting. Failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Xxxxxxxxx Special Meeting, abstentions and broker non-votes will have no effect on the Adjournment Proposal. The Merger is not conditioned upon the approval of the Adjournment Proposal. The Sponsor and Xxxxxxxxx’x directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of the Adjournment Proposal. See “Other Agreements — Sponsor Agreement” for more information. The Skillsoft Extraordinary General Meeting will be held at 10:00 a.m. Central European Time, on June 10, 2021, subject to and in accordance with the September 2020 Law (as defined below). This proxy statement of Skillsoft, which is first being mailed to Skillsoft shareholders on or about , 2021, asks you to complete, sign, date and mail the enclosed Proxy or Voting Form for use at the Skillsoft Extraordinary General Meeting, for the purposes set forth in the foregoing convening notice, being:
Vote Required for Approval. (page 16)
