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

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians 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 11 contracts

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

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Acquisition of Shares by Third Party. Other than an affiliate of American Physicians New Vista Acquisition Sponsor 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 (iiic) of this definition;

Appears in 8 contracts

Samples: Indemnity Agreement (New Vista Acquisition Corp), Indemnity Agreement (New Vista Acquisition Corp), Indemnity Agreement (New Vista Acquisition Corp)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians BPAC Partners 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 4 contracts

Samples: Indemnity Agreement (Bullpen Parlay Acquisition Co), Indemnity Agreement (Bullpen Parlay Acquisition Co), Indemnity Agreement (Bullpen Parlay Acquisition Co)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians LLCFinnovate Sponsor L.P., a Delaware limited liability company partnership (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 (Finnovate Acquisition Corp.), Indemnity Agreement (Finnovate Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians Peridot Acquisition Sponsor III, LLC, a Delaware limited liability company (the “Sponsor”), or any of the Sponsor’s 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 appointment 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 appointment 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 clause (iii) of this definition;

Appears in 2 contracts

Samples: Indemnification Agreement (Peridot Acquisition Corp. III), Indemnification Agreement (Peridot Acquisition Corp. III)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians Colombier Sponsor II 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 1 contract

Samples: Form of Indemnity Agreement (Colombier Acquisition Corp. Ii)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians U.N. SDG Support 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 1 contract

Samples: Form of Indemnity Agreement (ClimateRock)

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Acquisition of Shares by Third Party. Other than an affiliate or member of American Physicians LLC, a Delaware limited liability company Oxus Capital PTE. 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 (Oxus Acquisition Corp.)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians AIB 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 1 contract

Samples: Form of Indemnity Agreement (AIB Acquisition Corp)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians NGP Switchback II, LLC, a Delaware limited liability company (the “Sponsor”), or any of the Sponsor’s 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 (21) 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 Indemnification Agreement (Switchback II Corp)

Acquisition of Shares by Third Party. Other than an affiliate of American Physicians LLC, a Delaware limited liability company Jeneration Acquisition LLC (the “Sponsor”)) or an affiliate of 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 (Jeneration Acquisition Corp)

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