SPAC Shareholder Matters definition

SPAC Shareholder Matters shall have the meaning set forth in Section 7.1(a)(i).
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SPAC Shareholder Matters is defined in Section 6.01(a)(i).
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SPAC Shareholder Matters means the (a) approval and adoption of this Agreement and the transactions contemplated hereby, (b) the approval of and authorization of the Merger, (c) if required, approval of the adjournment of the SPAC Special Meeting and (d) any other matters required to be approved by shareholders by Legal Requirements.
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Examples of SPAC Shareholder Matters in a sentence

  • Other than the approval of the SPAC Shareholder Matters, no other corporate proceedings on the part of SPAC are necessary to approve the consummation of the Transactions.

  • SPAC shall keep the Company reasonably informed regarding all matters relating to the SPAC Shareholder Matters and the Special Meeting, including by promptly furnishing any voting or proxy solicitation reports received by SPAC in respect of such matters and similar updates regarding any redemptions.

  • The SPAC Board (including any required committee or subgroup of the SPAC Board) has unanimously: (a) determined that the Merger is in the best interests of SPAC, (b) approved this Agreement, the Merger and the other Transactions and (c) determined to recommend that the SPAC Shareholders vote to approve the SPAC Shareholder Matters.

  • SPAC shall, following the Proxy Clearance Date, use its reasonable best efforts to solicit from its shareholders proxies in favor of the SPAC Shareholder Matters and shall include in the Proxy Statement the SPAC Board Recommendation.

  • With the exception of the Domestication Proposal and the Surviving Pubco Organizational Documents Proposal, the proposals constituting the SPAC Shareholder Matters shall each require an ordinary resolution in accordance with the Organizational Documents of the SPAC requiring the affirmative vote of at least a majority of the votes cast by the holders of the issued SPAC Ordinary Shares present in person or represented by proxy at the Special Meeting and entitled to vote on such matter.

  • Without the prior written consent of the Company (each such consent not to be unreasonably withheld, conditioned or delayed), the SPAC Shareholder Matters shall be the only matters (other than procedural matters) which SPAC shall propose to be acted on by the SPAC Shareholders at the Special Meeting.

  • The SPAC Board has duly (i) determined that the Merger and the other Transactions (including the Domestication) are in the best interests of SPAC and the shareholders of SPAC, and declared it advisable, to enter into this Agreement, (ii) approved this Agreement and the other Transactions (including the Domestication), on the terms and subject to the conditions of this Agreement, and (iii) adopted a resolution recommending to its shareholders the SPAC Shareholder Matters.

  • Without the prior written consent of the Company, the SPAC Shareholder Matters shall be the only matters (other than procedural matters) which SPAC shall propose to be acted on by the SPAC’s shareholders at the Special Meeting.

  • SPAC agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the SPAC Shareholder Matters shall not be affected by any intervening event or circumstance, and SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the Special Meeting, and submit for the approval of holders of SPAC Shares, the SPAC Shareholder Matters, regardless of any intervening event or circumstance.

  • Other than the approval of the SPAC Shareholder Matters, no other corporate proceedings on the part of SPAC or any other SPAC Party are necessary to approve the consummation of the Transactions.


More Definitions of SPAC Shareholder Matters

SPAC Shareholder Matters means (a) the adoption and approval of this Agreement and the Transactions (the “Business Combination Proposal”), (b) the adoption and approval of the issuance of shares of Surviving Pubco Class A Common Stock in connection with the Transactions as may be required under the Nasdaq listing requirements (the “Share Issuance Proposal”), (c) the adoption and approval of the Domestication (the “Domestication Proposal”), (d) in connection with the Domestication, the amendment of the Organizational Documents of SPAC and approval of the Surviving Pubco Certificate of Incorporation and Surviving Pubco Bylaws (the “Surviving Pubco Organizational Documents Proposal”), (e) the adoption and approval of the Incentive Equity Plan in accordance with Section 7.06 (the “Incentive Equity Plan Proposal”), (f) the adoption and approval of the ESPP in accordance with Section 7.06 (the “ESPP Proposal”), (g) the election of the members of the SPAC Board as of the Closing in accordance with Section 7.05 (the “Director Election Proposal”), (h) the adoption and approval of each other proposal reasonably agreed to by SPAC and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Transaction Agreements, and (i) the adoption and approval of a proposal for the adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing.
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Related to SPAC Shareholder Matters

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • Existing Shareholders has the meaning set forth in the preamble.

  • Company Shareholders means holders of Company Shares.

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

  • Initial Shareholders means the Sponsor, the Directors and officers of the Company or their respective affiliates who hold shares prior to the IPO;

  • Preferred Shareholders means the holders of Preferred Shares.

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Major Shareholders Means a person who has an interest or interests in one or more

  • Locked-Up Shareholders means the Persons who are party to the Lock-Up Agreements.

  • Controlling Shareholder means any shareholder owning more than fifty

  • Target Shareholders means the holders of Target Shares;

  • Public Shareholders means the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Existing Stockholders means the stockholders of the Corporation immediately prior to the IPO as listed on Schedule A (including the Existing Stockholders Representative in its capacity as an Existing Stockholder) together with any Permitted Assignees.

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Scheme Shareholders means the registered holders of Scheme Shares at the relevant time.

  • Majority Shareholders means Xxxxxxx X. Xxx and Xxxxxxx X. Xxxxxxx.

  • Company Shareholder Meeting has the meaning specified in Section 8.2(b).

  • Principal Shareholders means Xxxx X. Xxxx, Xxx X. Xxxxxxx and Xxxxx X. Xxxxxx, and their respective assignees or successors in interest.

  • Shareholder Associated Person of any Shareholder means (i) any person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such Shareholder, and (iii) any person controlling, controlled by or under common control with such Shareholder Associated Person.