NYSE Proposal definition

NYSE Proposal has the meaning set forth in Section 5.8.

NYSE Proposal means the proposal to approve, assuming the business combination proposal and the charter amendment proposal are approved and adopted, for purposes of complying with the applicable provisions of Section 312.03 of The NYSE Listed Company Manual, the issuance of more than 20% of common stock in connection with the business combination, including, without limitation, in connection with the SPAC Contribution and SPAC Sub Transfer, the issuance of the PIPE shares and issuances of shares of Class A common stock as a result of the redemption of any Holdings OpCo Units and shares of Class B common stock pursuant to the OpCo A&R LLC Agreement.

NYSE Proposal has the meaning specified in Section 8.02(c).

Examples of NYSE Proposal in a sentence

• Approval of the Business Combination Proposal, the NYSE Proposal and the Incentive Plan Proposal require 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.

• The Charter Proposals and the Incentive Plan Proposal are conditioned on the approval of the Business Combination Proposal and 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.

• Approval of the Business Combination Proposal, the Governing Documents Proposals, the NYSE Proposal and the Incentive Plan Proposal require the affirmative vote of a majority of the votes cast by holders of common stock and the Charter Proposal requires the affirmative vote of the holders of a majority of the voting power of all then outstanding common stock, with all proposals requiring that the holders of common stock vote together as a single class at a meeting at which a quorum is present.

• If STPK stockholders fail to approve the Business Combination Proposal or the NYSE Proposal, or, unless otherwise waived by Stem and STPK, the Charter Proposals or the Incentive Plan Proposal, the merger will not occur.

More Definitions of NYSE Proposal

NYSE Proposal means the proposal to approve, assuming the Business Combination Proposal is approved and adopted, for the purposes of complying with the applicable listing rules of the NYSE, the issuance of the Topco Shares in connection with the Business Combination.

NYSE Proposal means the proposal to approve, for purposes of complying with applicable NYSE listing rules, the issuance of more than 20% of the Company’s issued and outstanding common stock in connection with the business combination (i) pursuant to the terms of the Business Combination Agreement and (ii) upon the exchange of the Retained OppFi Units pursuant to the terms of the OppFi A&R LLCA, in each case, that may result in a Member owning more than 20% of our outstanding common stock, or more than 20% of the voting power, which could constitute a “change of control” under NYSE rules.

NYSE Proposal means the proposal to approve by ordinary resolution the issuance of New Amprius Common Stock to the Amprius stockholders in the Merger pursuant to the Business Combination Agreement.

NYSE Proposal means the Proposal by ordinary resolution to be considered at the Meeting to approve, for the purposes of complying with NYSE Rule 302.03, the issuance of more than 20% of the voting power or number of issued and outstanding Ordinary Shares, or change in control, resulting from the PIPE Investment and in connection with the Business Combination.

NYSE Proposal means the proposal to (i) issue Combined Company Common Stock to (a) Energy Vault’s 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).

NYSE Proposal means the proposal to consider and vote to issue Combined Company Common Stock to (i) Energy Vault’s stockholders as a result of the Merger pursuant to the Business Combination Agreement, (ii) the investors in the PIPE, and (iii) issue equity awards under the 2021 Plan if such plan is approved in accordance with Proposal 3 (Equity Incentive Plan Proposal).

NYSE Proposal means the proposal to approve the issuance of more than 20% of our issued and outstanding common stock pursuant to the Subscription Agreements in connection with the Business Combination.