Proposal No. 2: McDermott Authorized Capital Articles Amendment Resolution In the event that the McDermott Reverse Stock Split Articles Amendment Resolution is not approved at the McDermott Special Meeting, McDermott proposes an amendment to the McDermott Articles, by the adoption of the formal resolution attached as Annex F to this joint proxy statement/prospectus, in order to increase McDermott’s authorized capital to 765,000,000 shares of McDermott Common Stock, an amount sufficient to enable the McDermott Stock Issuance. In addition, as is the case with the McDermott Reverse Stock Split Articles Amendment Resolution, the change in the number of authorized shares of McDermott Common Stock that would result from the adoption of the McDermott Authorized Capital Articles Amendment Resolution is intended to preserve the current percentage of authorized shares of McDermott Common Stock that are neither outstanding nor reserved for issuance pursuant to currently outstanding share-based incentive awards (as a percentage of the total authorized shares of McDermott Common Stock) of approximately 26%, after giving effect to the Combination. The McDermott Board recommends that McDermott stockholders approve the following resolution; provided that, if adopted, the amendment to the McDermott Articles set forth in such resolution will only become effective if the McDermott Reverse Stock Split Articles Amendment Resolution is not adopted at the McDermott Special Meeting: “RESOLVED, that, effective immediately prior to the Exchange Offer Effective Time, as defined in the proxy statement provided by the Corporation to its stockholders in connection with the special meeting of stockholders of the Corporation held on May 2, 2018, the first sentence of Article 3 of the Amended and Restated Articles of Incorporation of the Corporation shall be amended and restated to read in its entirety as follows:
Proposal No. 2 – The Nasdaq Proposal – to consider and vote upon a proposal to approve, for the purposes of complying with Nasdaq Listing Rule 563(a), (b) and (d), the issuance of more than 20% of the issued and outstanding shares of common stock of Riverview, in connection with the Business Combination, immediately prior to the SPAC Merger (“the Nasdaq Proposal”). 3.
Proposal No. 3 – The Adjournment Proposal – to consider and vote upon a proposal to adjourn the special meeting of Riverview (the “Riverview Special Meeting”) to a later date or time, if necessary, to permit further solicitation of proxies if, based upon the tabulated vote at the time of the Riverview Special Meeting, there are not sufficient votes to approve the Business Combination Proposal or the Nasdaq Proposal, or hold- ers of shares of Class A common stock of Riverview, par value $0.001 per share (the “Riverview Class A Shares”) have elected to redeem an amount of Riverview Class A Shares such that (i) Riverview would have less than $5,000,001 of net tangible assets, (ii) the condition that Avail- able Cash (as defined in the proxy statement/prospectus) be equal to or greater than $250,000,000 would not be satisfied (unless waived by Westrock) (provided that this condition will be deemed satisfied if the amount by which Available Cash is less than $250,000,000 is less than or equal to the amount by which investors in the PIPE Financing that agreed to purchase shares of common stock, par value $0.01 per share, of Westrock, failed to fund) or (iii) the Nasdaq Listing Condition (as de- fined in the proxy statement/prospectus) would not be satisfied. FOR AGAINST ABSTAIN
Proposal No. 4: The Liquidation Resolutions It is proposed to dissolve and subsequently liquidate CB&I Newco (the “Liquidation”), making one or more advance liquidation distributions such that each holder of shares of CB&I Common Stock not tendered in the Exchange Offer (each a, “CB&I Newco Public Shareholder”) will receive, as a liquidation distribution, a number of shares of McDermott Common Stock equal to the product of (a) the Exchange Offer Ratio (as defined herein) and (b) the number of shares of CB&I Newco Common Stock held by such shareholder at such time (with cash paid in lieu of any fractional shares of McDermott Common Stock as described below) (the “Liquidation Distribution”), subject to applicable withholding taxes, including the Dutch Dividend Withholding Tax. CB&I proposes that CB&I shareholders, effective as of the Share Sale Effective Time, (1) approve the dissolution of CB&I Newco, (2) approve the appointment of Stichting Vereffening Chicago Bridge & Iron Company as liquidator of CB&I Newco and (3) approve the appointment of (an affiliate of) McDermott Bidco as the custodian of the books and records of CB&I Newco in accordance with Section 2:24 of the Dutch Civil Code. The Liquidation Resolutions require the affirmative vote of a majority of the votes cast on the matter by holders of shares of CB&I Common Stock outstanding and entitled to vote at the CB&I Special General Meeting (meaning the number of shares voted “FOR” the proposal must exceed the number of shares voted “AGAINST” the proposal). The Combination cannot be completed unless the CB&I shareholders approve the Liquidation Resolutions. The CB&I Boards recommend that CB&I shareholders vote “FOR” the Liquidation Resolutions.
Proposal No. 5: The Discharge Resolution It is proposed that each of the current members of the CB&I Boards be granted full and final discharge in respect of his or her acts of management or supervision, as applicable, up to the date of the CB&I Special General Meeting, except for acts as a result of fraud ( bedrog ), gross negligence ( grove schuld ) or willful misconduct ( opzet ) of such member. The discharge for each director’s acts of management or supervision, as applicable, up to the date of the CB&I Special General Meeting will be effective as of the Exchange Offer Effective Time (as defined herein) and granted for the performance of their duties, on the basis of the information provided to the general meeting through publicly available information prior to the date of the CB&I Special General Meeting. The Discharge Resolution requires the affirmative vote of a majority of the votes cast on the matter by holders of shares of CB&I Common Stock outstanding and entitled to vote at the CB&I Special General Meeting (meaning the number of shares voted “FOR” the proposal must exceed the number of shares voted “AGAINST” the proposal). The Combination cannot be completed unless the CB&I shareholders approve the Discharge Resolution. The CB&I Boards recommend that CB&I shareholders vote “FOR” the Discharge Resolution.
Proposal No. 6: The Compensation Resolution The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, requires that CB&I provide shareholders with the opportunity to cast a non-binding, advisory vote on the compensation that may become payable to CB&I’s named executive officers in connection with the Combination, as disclosed in this joint proxy statement/prospectus, including as described in “The Combination—Interests of CB&I’s Directors and Executive Officers in the Combination.” This vote is commonly referred to as a “golden parachute say on pay” vote. This non-binding, advisory proposal relates only to already existing contractual obligations of CB&I that may result in a payment to CB&I’s named executive officers in connection with, or following, the consummation of the Combination, and does not relate to any new compensation or other arrangements between CB&I’s named executive officers and McDermott. Further, this proposal does not relate to any compensation arrangement that may become applicable to CB&I’s directors or executive officers who are not named executive officers. As an advisory vote, this proposal is not binding upon CB&I or the CB&I Boards, and approval of this proposal is not a condition to completion of the Combination. The vote on executive compensation payable in connection with the Combination is a vote separate and apart from the other proposals put for resolution at the CB&I Special General Meeting. Accordingly, you may vote to approval such other resolutions and vote not to approve the advisory proposal concerning the Combination-related compensation for CB&I’s named executive officers and vice versa. Because the vote is advisory in nature only, it will not be binding on CB&I. To the extent that CB&I is contractually obligated to pay the compensation, such compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the advisory vote. These payments are a part of CB&I’s comprehensive executive compensation program and are intended to align CB&I’s named executive officers’ interests with yours as stockholders by ensuring their continued retention and commitment during critical events such as the Combination, which may create significant personal uncertainty for them. The Compensation Resolution requires the affirmative vote of a majority of the votes cast on the matter by holders of shares of CB&I Common Stock outstanding and entitled to vote at the CB&I Special General...
Proposal No. 9 — The “Nasdaq Proposal” — to consider and vote upon a proposal to approve, for purposes of complying with the applicable listing rules of the Nasdaq Stock Market, the issuance of shares of HCAC Class A Common Stock to the Canoo equity holders in the Mergers pursuant to the Merger Agreement and to the investors in the private offering of securities to certain investors in connection with the Business Combination; and • Proposal No. 10 — The “Adjournment Proposal” — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote. Only holders of record of shares of HCAC Class A Common Stock and shares of Class B common stock of Xxxxxxxx Capital, par value $0.0001 per share (“HCAC Class B Common Stock”), at the close of business on October 27, 2020 are entitled to notice of the special meeting and to vote at the special meeting and any adjournments or postponements of the special meeting. A complete list of our stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting. Pursuant to our Existing Charter, we are providing the holders of shares of HCAC Class A Common Stock originally sold as part of the units issued in our initial public offering (the “IPO” and such holders, the “Public Stockholders”) with the opportunity to redeem, upon the closing of the Business Combination (the “Closing”), shares of HCAC Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to Xxxxxxxx Capital to pay its franchise and income taxes) from the IPO and a concurrent private placement of warrants to our Xxxxxxxx Capital Partners IV LLC (our “Sponsor”) and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (the “Anchor Investor”). For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of October 27, 2020 of approximately $306.6 m...
Proposal No. 3 (Increase in Authorized Shares Proposal). Approval of an amendment to the restated certificate of incorporation of NTN to increase the number of authorized shares of its common stock from 15,000,000 shares to 100,000,000 shares.
Proposal No. 6 (Asset Sale Proposal). Approval of the Asset Purchase Agreement and the transactions contemplated thereby, including the Asset Sale.
Proposal No. 8 (Transaction Related Executive Compensation Proposal). Approval, on a nonbinding, advisory basis, of the compensation that will be paid or may become payable to the named executive officers of NTN in connection with the Merger and/or Asset Sale.
