Common use of Acquisition of Shares by Third Party Clause in Contracts

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 8 contracts

Samples: Form of Indemnity Agreement (Silver Spike Acquisition Corp.), Form of Indemnity Agreement (Silver Spike Acquisition Corp.), Form of Indemnity Agreement (Silver Spike Acquisition Corp.)

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Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, One Madison Group LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 8 contracts

Samples: Indemnity Agreement (One Madison Corp), Indemnity Agreement (One Madison Corp), Indemnity Agreement (One Madison Corp)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike SponsorStrategic Cyber Ventures, LLC (the “Sponsor”)LLC, Xxxxxx Bay Capital or SCVX USA LLC, any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iiic) of this definition;

Appears in 8 contracts

Samples: Indemnity Agreement (SCVX Corp.), Indemnity Agreement (SCVX Corp.), Indemnity Agreement (SCVX Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, Mountain & Co. I Sponsor LLC (the “Sponsor”), any Person (as defined below) who is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 8 contracts

Samples: Indemnity Agreement (Mountain & Co. I Acquisition Corp.), Indemnity Agreement (Mountain & Co. I Acquisition Corp.), Indemnity Agreement (Mountain & Co. I Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, LLC New Frontier Public Holding Ltd. (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 7 contracts

Samples: Indemnity Agreement (New Frontier Corp), Indemnity Agreement (New Frontier Corp), Indemnity Agreement (New Frontier Corp)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, LLC Constellation Sponsor GmbH & Co. KG (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 7 contracts

Samples: Form of Indemnity Agreement (Constellation Acquisition Corp I), Form of Indemnity Agreement (Constellation Acquisition Corp I), Form of Indemnity Agreement (Constellation Acquisition Corp I)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, LLC Provident Acquisition Holdings Ltd. (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 7 contracts

Samples: Indemnity Agreement (Provident Acquisition Corp.), Indemnity Agreement (Provident Acquisition Corp.), Indemnity Agreement (Provident Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, LLC Duddell Street Holdings Limited (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 7 contracts

Samples: Indemnity Agreement (Duddell Street Acquisition Corp.), Indemnity Agreement (Duddell Street Acquisition Corp.), Indemnity Agreement (Duddell Street Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike SponsorSponsor II, LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 7 contracts

Samples: Form of Indemnity Agreement (Silver Spike Acquisition Corp II), Form of Indemnity Agreement (Silver Spike Acquisition Corp II), Form of Indemnity Agreement (Silver Spike Acquisition Corp II)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, Platinum Eagle Acquisition LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 7 contracts

Samples: Indemnity Agreement (Platinum Eagle Acquisition Corp.), Form of Indemnity Agreement (Platinum Eagle Acquisition Corp.), Indemnity Agreement (Platinum Eagle Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, Artius Acquisition Partners LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 6 contracts

Samples: Form of Indemnity Agreement (Artius Acquisition Inc.), Form of Indemnity Agreement (Artius Acquisition Inc.), Form of Indemnity Agreement (Artius Acquisition Inc.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, LLC (the “Sponsor”), any Any Person (as defined below) ), other than Double Ventures Holdings Limited or any of its affiliates, is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under any other part (iii) of this definition;

Appears in 6 contracts

Samples: Indemnity Agreement (East Stone Acquisition Corp), Indemnity Agreement (East Stone Acquisition Corp), Indemnity Agreement (East Stone Acquisition Corp)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, Primavera Capital Acquisition LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 6 contracts

Samples: Indemnity Agreement (Primavera Capital Acquisition Corp.), Indemnity Agreement (Primavera Capital Acquisition Corp.), Indemnity Agreement (Primavera Capital Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, LLC Kismet Sponsor Limited (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under any other part (iii) of this definition;

Appears in 6 contracts

Samples: Form of Indemnity Agreement (Kismet Acquisition One Corp), Indemnity Agreement (Kismet Acquisition Three Corp.), Indemnity Agreement (Kismet Acquisition Three Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike SponsorHighland Transcend Partners I, LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 6 contracts

Samples: Indemnity Agreement (Highland Transcend Partners I Corp.), Indemnity Agreement (Highland Transcend Partners I Corp.), Indemnity Agreement (Highland Transcend Partners I Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, Counter Press Sponsor LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 5 contracts

Samples: Indemnity Agreement (Counter Press Acquisition Corp), Indemnity Agreement (Counter Press Acquisition Corp), Indemnity Agreement (Counter Press Acquisition Corp)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike SponsorHWei Super Speed Co., LLC (the “Sponsor”)Ltd, any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iiic) of this definition;

Appears in 4 contracts

Samples: Indemnity Agreement (NORTHERN REVIVAL ACQUISITION Corp), Indemnity Agreement (NORTHERN REVIVAL ACQUISITION Corp), Indemnity Agreement (NORTHERN REVIVAL ACQUISITION Corp)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, CGC Sponsor LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1i) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2ii) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under any other part (iii) of this definition;

Appears in 3 contracts

Samples: Indemnity Agreement (Cartesian Growth Corp), Indemnity Agreement (Cartesian Growth Corp), Indemnity Agreement (Galata Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, Green Mountain Metals LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Samples: Form of Indemnity Agreement (Metals Acquisition Corp), Form of Indemnity Agreement (Metals Acquisition Corp)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, LLC (the “Sponsor”)SLG SPAC Fund LLC, any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iiic) of this definition;

Appears in 2 contracts

Samples: Indemnity Agreement (Spark I Acquisition Corp), Indemnity Agreement (Spark I Acquisition Corp)

Acquisition of Shares by Third Party. Other than an affiliate or member of Silver Spike SponsorKensington Capital Sponsor IV, LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Samples: Indemnity Agreement (Kensington Capital Acquisition Corp. IV), Indemnity Agreement (Kensington Capital Acquisition Corp. IV)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike SponsorEagle Equity Partners III, LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Samples: Indemnity Agreement (Soaring Eagle Acquisition Corp.), Indemnity Agreement (Spinning Eagle Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, Aurora Sponsor LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen [fifteen] percent (15%[15]%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Samples: Form of Director Indemnity Agreement (Aurora Technology Acquisition Corp.), Form of Director Indemnity Agreement (Aurora Technology Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, Helix Holdings II LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Samples: Indemnity Agreement (Helix Acquisition Corp. II), Indemnity Agreement (Helix Holdings II LLC)

Acquisition of Shares by Third Party. Other than an affiliate or member of Silver Spike SponsorKensington Capital Sponsor V, LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Samples: Indemnity Agreement (Kensington Capital Acquisition Corp. V), Indemnity Agreement (Kensington Capital Acquisition Corp. V)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, Generation Asia LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Samples: Indemnity Agreement (Generation Asia I Acquisition LTD), Indemnity Agreement (Generation Asia I Acquisition LTD)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, CGC II Sponsor LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1i) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2ii) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under any other part (iii) of this definition;

Appears in 2 contracts

Samples: Form of Indemnity Agreement (Cartesian Growth Corp II), Form of Indemnity Agreement (Cartesian Growth Corp II)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike SponsorSentinel Management Holdings, LLC LLC, a Delaware limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Samples: Form of Indemnification Agreement (Sentinel Energy Services Inc.), Indemnification Agreement (Sentinel Energy Services Inc.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sunfire Sponsor, LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) 2.4.3 of this definition;

Appears in 2 contracts

Samples: Indemnity Agreement (Sunfire Acquisition Corp LTD), Indemnity Agreement (Sunfire Acquisition Corp LTD)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, Hony Capital Acquisition Sponsor LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Samples: Indemnity Agreement (Hony Capital Acquisition Corp.), Indemnity Agreement (Hony Capital Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, LLC AlphaVest Holding LP (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 2 contracts

Samples: Form of Indemnity Agreement (AlphaVest Acquisition Corp.), Form of Indemnity Agreement (AlphaVest Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, Think Elevation Capital LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) % or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Form of Indemnity Agreement (Think Elevation Capital Growth Opportunities)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, LLC (the “Sponsor”)Thunder Bridge Acquisition LLC, any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iiic) of this definition;

Appears in 1 contract

Samples: Form of Indemnity Agreement (Thunder Bridge Acquisition LTD)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor[Highland Transcend Partners, LLC LLC] (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Form of Indemnity Agreement (Highland Transcend Partners I Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike SponsorSmilodon Capital, LLC (the “Sponsor”)) or any of its affiliates, any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Form of Indemnity Agreement (Project Energy Reimagined Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, Stone Capital Partners LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Form of Indemnity Agreement (Translational Development Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, LLC A SPAC II (the “Sponsor”)Holdings) Corp., any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen twenty-five percent (1525%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iiic) of this definition;

Appears in 1 contract

Samples: Indemnity Agreement (SPAC II Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, LLC CIEP Sponsor Ltd. (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Form of Indemnity Agreement (Regalwood Global Energy Ltd.)

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Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, LLC Broadstone Sponsor LLP (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Form of Indemnity Agreement (Broadstone Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, LLC (the “Sponsor”)Sloane Square Capital Holdings Ltd., any Person (as defined belowherein) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iiic) of this definition;

Appears in 1 contract

Samples: Indemnity Agreement (ST Energy Transition I Ltd.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, Keter Holdings LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iiic) of this definition;

Appears in 1 contract

Samples: Indemnity Agreement (Keter1 Acquisition Corp)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike SponsorAPSG Sponsor II, LLC L.P. (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iiic) of this definition;

Appears in 1 contract

Samples: Form of Indemnification Agreement (Apollo Strategic Growth Capital II)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, LLC LCLA Acquisition Sponsor LP (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then then-outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Indemnity Agreement (L Catterton Latin America Acquisition Corp)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, Xxxxxx SPAC Sponsor I LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Form of Indemnity Agreement (Denham Sustainable Performance Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike JAR Sponsor, LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Indemnity Agreement (L&F Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, 10X Capital SPAC Sponsor II LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Indemnity Agreement (10X Capital Venture Acquisition Corp. II)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, Crest Management LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Indemnity Agreement (Silver Crest Acquisition Corp)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, ScION 2 Sponsor LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Indemnity Agreement (ScION Tech Growth II)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, LLC (the “Sponsor”)Bright Winlong LLC, any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iiic) of this definition;

Appears in 1 contract

Samples: Form of Indemnity Agreement (Hainan Manaslu Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, Xxxxxx Boulevard LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Indemnity Agreement (EJF Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike SponsorAPSG Sponsor III, LLC L.P. (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iiic) of this definition;

Appears in 1 contract

Samples: Form of Indemnification Agreement (Apollo Strategic Growth Capital III)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, LLC Cedarlake Sponsor Ltd. (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Indemnity Agreement (Cedarlake Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, LLC Rocket Internet Growth Opportunities Sponsor GmbH (the “Sponsor”)) or any of its affiliates, any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Form of Indemnity Agreement (Rocket Internet Growth Opportunities Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, 10X Capital SPAC Sponsor III LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Indemnity Agreement (10X Capital Venture Acquisition Corp. III)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, Rose Hill Sponsor LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then then-outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Indemnity Agreement (Rose Hill Acquisition Corp)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, ScION 1 Sponsor LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Indemnity Agreement (ScION Tech Growth I)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, Green Visor Capital SPAC I Holdings LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Indemnity Agreement (Green Visor Financial Technology Acquisition Corp I)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, Falcon Sponsor LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Form of Indemnity Agreement (Falcon Peak Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, LLC Xxxxxxx Opportunity I Sponsor L.P. (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Form of Indemnity Agreement (Elliott Opportunity I Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, LAMF SPAC Holdings I LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Indemnity Agreement (LAMF Global Ventures Corp. I)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, LLC Novator Capital Sponsor Ltd. (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Form of Indemnity Agreement (Aurora Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of Silver Spike Sponsor, LLC Avanti Acquisition SCSp (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

Appears in 1 contract

Samples: Indemnity Agreement (Avanti Acquisition Corp.)

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