Vote Required for Approval. If the Merger Proposal is not approved, the Merger Issuance Proposal will not be presented at the Churchill Special Meeting. The approval of the Merger Issuance Proposal requires a majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Churchill Special Meeting. Failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Churchill Special Meeting, abstentions and broker non-votes will have no effect on the Merger Issuance Proposal. The Merger is conditioned upon the approval of the Merger Issuance Proposal, subject to the terms of the Skillsoft Merger Agreement. Notwithstanding the approval of the Merger Issuance Proposal, if the Merger is not consummated for any reason, the actions contemplated by the Merger Issuance Proposal will not be effected. The Sponsor and Churchill’s directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of the Merger Issuance Proposal. See “Other Agreements — Sponsor Agreement” for more information. Recommendation of the Board of Directors THE CHURCHILL BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE CHURCHILL STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE MERGER ISSUANCE PROPOSAL. Overview PROPOSAL NO. 3 — THE CHARTER AMENDMENT PROPOSAL The Sponsor and Churchill’s directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of the Charter Approval Proposal. See “Other Agreements — Sponsor Agreement” for more information. Our stockholders are being asked to adopt the Charter Amendment in the form attached hereto as Annex B, which, in the judgment of the Churchill Board, is necessary in order for Churchill to fulfill its obligations under the Skillsoft Merger Agreement. The Charter Amendment increases the number of authorized shares of Churchill Class A common stock from 200,000,000 to 375,000,000 and authorizes the issuance of 3,840,000 shares of Churchill Class C common stock. The foregoing is a summary of the key changes effected by the Charter Amendment, but this summary is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is included as Annex B. Reasons for the Amendments
Vote Required for Approval. Approval of the advisory compensation proposal requires the affirmative vote of the holders of a majority of the shares of SemGroup common stock and SemGroup preferred stock, on an as-converted basis, voting as a single class, entitled to vote thereon and present in person or represented by proxy at the special meeting. Recommendation of the SemGroup Board of Directors THE SEMGROUP BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL 2 AS TO THE APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF SPECIFIED COMPENSATION THAT MAY BE RECEIVED BY SEMGROUP’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. 138 Table of Contents LEGAL MATTERS The validity of the ET common units to be issued in connection with the merger and being offered by this proxy statement/prospectus will be passed upon by Xxxxxx & Xxxxxxx LLP, Houston, Texas. Certain U.S. federal income tax consequences of the merger will be passed upon by Xxxxxx & Xxxxxxx LLP, Houston, Texas, for Energy Transfer and Xxxxxxxx & Xxxxx LLP, Houston, Texas, for SemGroup. The audited consolidated financial statements of Energy Transfer LP and subsidiaries and management’s assessment of the effectiveness of internal control over financial reporting incorporated by reference in this proxy statement/prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the reports of Xxxxx Xxxxxxxx LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The audited consolidated financial statements of SemGroup Corporation and subsidiaries as of December 31, 2018 and 2017 and for each of the two years in the period ended December 31, 2018 and the effects of the adjustments to the 2016 consolidated financial statements to retrospectively apply the change in reportable operating segments as described in Note 21 and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2018, incorporated by reference in this proxy statement/prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the reports of Xxxxx Xxxxxxxx LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated financial statements of SemGroup Corporation for the year ended December 31, 2016 (before the effects of the adjustments to retrospectively apply the ...
Vote Required for Approval. Approval of the 2021 Stock Incentive Plan Proposal requires the affirmative vote of the holders of a majority of the outstanding Dakota common stock present in person or represented by proxy and entitled to vote. Recommendation of the Dakota Board THE DAKOTA BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE DAKOTA TERRITORY RESOURCE CORP. 2021 STOCK INCENTIVE PLAN PROPOSAL. Proposal 3: Director Proposal Xxxxxx is requesting that holders of the outstanding shares of Dakota’s common stock consider and vote on a proposal to approve the Director Proposal, which proposal is referred to as the “Director Proposal”. The Director Proposal provides for the election of seven directors to serve for a term that expires on the date of the next Annual Meeting of Stockholders of Xxxxxx Xxxx. Approval of the Director Proposal is not a condition to the completion of the transactions. Xxxxxx’s board nominated each of Xxxxxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxxxx X. X’Xxxxxx, Xxxxxx Xxxxxxxxxxx, Xxxxxxxx Xxxxxxx, Xxx Xxxxxx and Xxxx X. Xxxxxxxx for election at the Annual Meeting as a director to hold office until the 2022 Annual Meeting of Stockholders of Xxxxxx Xxxx and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. The nominees have consented to serve a term as directors. Should any of the nominees become unable to serve for any reason prior to the Annual Meeting, Dakota’s board may designate a substitute nominee, in which event the holders of the outstanding shares of Dakota’s common stock will vote for the election of such substitute nominee, or may reduce the number of directors on the board of Xxxxxx Xxxx. Below is a biography of each of the directors standing for election at the Annual Meeting: Name Age Position Xxxxxxxx X. Xxxx 43 Director Xxxxxx X. Xxxxxx 62 Director Xxxxxxx X. X’Xxxxxx 66 Director Xxxxxx Xxxxxxxxxxx 66 Director Name Age Position Xxxxxxxx Xxxxxxx 45 Director Xxx Xxxxxx 48 Director Xxxx X. Xxxxxxxx 58 Director Xxxxxxxx Xxxx Xx. Xxxx has been Chief Executive Officer and a director of Dakota since March 2021. Xx. Xxxx has served as a Director, President and Chief Executive Officer of JR since November 15, 2017. Xx. Xxxx is a co-founder and director of Gold Standard Ventures Corp. As Chief Executive Officer and President of Gold Standard Ventures Corp., from July 2010 through December 2020, Xx. Xxxx oversaw all corporate development, asset acquisition, joint ventures, capital raising and the pr...
Vote Required for Approval. The approval of the Adjournment Proposal requires the majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Xxxxxxxxx Special Meeting. Failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Xxxxxxxxx Special Meeting, abstentions and broker non-votes will have no effect on the Adjournment Proposal. The Merger is not conditioned upon the approval of the Adjournment Proposal. The Sponsor and Xxxxxxxxx’x directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of the Adjournment Proposal. See “Other Agreements — Sponsor Agreement” for more information. Recommendation of the Board of Directors THE XXXXXXXXX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE XXXXXXXXX STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL. SKILLSOFT EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS In this section, “we”, “us”, and “our” refer to Skillsoft. The Skillsoft Extraordinary General Meeting will be held at 10:00 a.m. Central European Time, on June 10, 2021, subject to and in accordance with the September 2020 Law (as defined below). This proxy statement of Skillsoft, which is first being mailed to Skillsoft shareholders on or about , 2021, asks you to complete, sign, date and mail the enclosed Proxy or Voting Form for use at the Skillsoft Extraordinary General Meeting, for the purposes set forth in the foregoing convening notice, being:
Vote Required for Approval. Approval of the Dakota Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Dakota common stock present in person or represented by proxy at the meeting and entitled to vote on the matter. The following Dakota shareholders are not entitled to vote on the Xxxxxx Xxxxxx Xxxxxxxx: JR; Xxxxxxxx Xxxx, director, officer and stockholder of JR; Xxxxxx Xxxxxxxxxxx, a significant stockholder of JR; Xxx Xxxxxxx, director of JR; and Xxxxxxx Xxxxxx, director of JR. As a result, holders of the Dakota Minority Shares, 34,718,030 shares of Dakota common stock, representing 49.002% of the 70,850,983 total outstanding shares of Dakota common stock, are entitled to vote on the Dakota Merger Proposal. Approval of the Dakota Merger Proposal requires the approval of holders of a majority of the Dakota Minority Shares present in person or represented by proxy at the meeting. The foregoing approval standard is referred to herein as approval by the “majority of the minority.” If all of the Dakota Minority Shares are present in person or represented by proxy at the meeting, approval of the Dakota Merger Proposal requires the affirmative vote of holders of 17,359,016 shares of the Dakota Minority Shares (representing approximately 24.50% of the total outstanding shares of Dakota common stock and 50.000003% of the Dakota Minority Shares). Pursuant to the Support Agreements, Xxxx Xxxxxxxx, Xxxxxx Xxxxxx and Xxxxxxx X’Xxxxxx, directors of Dakota holding an aggregate of 5,081,126 Dakota Minority Shares (representing approximately 7.17% of the issued and outstanding shares of Dakota common stock), have agreed to, among other things, vote in favor of the transactions contemplated by the merger agreement. Therefore, if all of the holders of Dakota Minority Shares are present in person or represented by proxy at the meeting, approval by the Xxxxxx Xxxxxx Proposal requires the affirmative vote of (i) Xxxx Xxxxxxxx, Xxxxxx Xxxxxx and Xxxxxxx X’Xxxxxx, holders of 5,081,126 Dakota Minority Shares, and
Vote Required for Approval. Approval of the Accounting Ratification Proposal requires the affirmative vote of the holders of a majority of the outstanding Dakota common stock present in person or represented by proxy and entitled to vote. Recommendation of the Dakota Board THE DAKOTA BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ACCOUNTING RATIFICATION PROPOSAL. Proposal 5: Adjournment Proposal Xxxxxx is requesting that holders of the outstanding shares of Dakota’s common stock consider and vote on a proposal to adjourn the Dakota special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, sufficient votes to approve the share issuance and the merger agreement have not been obtained by Dakota, which proposal is referred to as the “Dakota Adjournment Proposal.” Approval of the Dakota Adjournment Proposal is not a condition to the completion of the transactions.
Vote Required for Approval. Each of Charter Proposals 2a through 2h will be approved and adopted if the holders of a majority of all outstanding shares of Novus Common Stock entitled to vote thereon at the special meeting vote “FOR” such respective Charter Proposals. Each of Charter Proposals 2a through 2h needs to be approved in order for the Charter Proposals to be approved. Adoption of the Charter Proposals is conditioned on the approval of the Business Combination Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Nasdaq Proposal at the special meeting. The Closing is conditioned on the approval of the Business Combination Proposal, each of the Charter Proposals, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Nasdaq Proposal at the special meeting. Recommendation of Novus’s Board of Directors NOVUS’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF EACH OF THE CHARTER PROPOSALS 2A THROUGH 2H. Overview PROPOSAL NO. 3 — THE EQUITY INCENTIVE PLAN PROPOSAL Annex C and incorporated by reference in its entirety. Novus’s stockholders should refer to the 2021 Plan for more complete and detailed information about the terms and conditions of the 2021 Plan.
Vote Required for Approval. The Adjournment Proposal will be approved and adopted if the holders of a majority of the shares of Novus Common Stock represented virtually in person or by proxy and voted thereon at the special meeting vote “FOR” the Adjournment Proposal. Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other Stockholder Proposals. Recommendation of Novus’s Board of Directors NOVUS’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL. INFORMATION ABOUT APPHARVEST Unless the context otherwise requires, all references in this section to “we,” the “Company,” “us,” or “our” refer to AppHarvest and its subsidiaries prior to the consummation of the Business Combination. Overview AppHarvest is building some of the world’s largest high-tech greenhouses, combining conventional agricultural techniques with today’s technology to grow fruits and vegetables that are not genetically modified organisms and are free from chemical pesticides. The Company’s vision is to create America’s AgTech capital from within Appalachia and provide better produce, better farming practices and better jobs. Our Founder and Chief Executive Officer, Xxxxxxxx Xxxx, is a Kentucky native, and AppHarvest’s employees have deep ties to this region, which has endured the rapid decline of its signature coal industry. AppHarvest chose its location intentionally to do its part in helping build a more inclusive, resilient economy. The Company’s location in Eastern Kentucky also allows it to be within a day’s drive of nearly 70% of the U.S. population, significantly reducing transportation costs compared to fruits and vegetables trucked cross- country from the southwestern United States and Mexico. This is expected to allow AppHarvest’s produce to be cost-competitive, and, by harvesting closer to consumers, AppHarvest can minimize the need to treat its produce, a practice that can reduce nutritional value. Our Challenge and Opportunity Agriculture’s challenges today are serious and wide-reaching. The United Nations forecasts that global food production will need to increase at least 50% by 2050 to feed the growing global population. Climate change is redistributing water resources around the world, and traditional farming areas are being displaced. Soil erosion linked to agriculture is estimated to range from 10 to 20 times, up to more than 100 times, higher than soil formation according to the United Nations Intergove...
Vote Required for Approval. The approval of the Adjournment Proposal requires an affirmative vote of a majority of the votes cast by holders of Software Acquisition Group common stock, voting separately as a single class, regardless of whether a quorum is present, voting in or represented by proxy at the Special Meeting. Failure to submit a proxy or to vote at the Special Meeting, an abstention from voting or a broker non-vote will have no effect on the Adjournment Proposal. The merger is not conditioned upon the approval of the Adjournment Proposal. The Sponsors and one of Software Acquisition Group’s independent directors have agreed to vote the Founder Shares and any public shares owned by them in favor of the Adjournment Proposal (if necessary). See “Other Agreements — Software Acquisition Group Letter Agreement” for more information. Recommendation of the Board of Directors
Vote Required for Approval. (page 16) The votes required for each proposal are as follows: • Approval of the Arrangement Resolution requires the affirmative vote of not less than
