Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 207 contracts

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

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the ~~Board~~ board of ~~Directors~~ directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the ~~Board of Directors~~Board, providing for such Business Combination;

Appears in 152 contracts

Samples: Indemnity Agreement (Perceptive Capital Solutions Corp), Indemnity Agreement (Levere Holdings Corp.), Indemnity Agreement (SDCL EDGE Acquisition Corp)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 137 contracts

Samples: Indemnity Agreement (IB Acquisition Corp.), Indemnity Agreement (Feutune Light Acquisition Corp), Indemnity Agreement (ESH Acquisition Corp.)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the ~~Board~~ board of ~~Directors~~ directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the ~~Board of Directors~~Board, providing for such Business Combination;

Appears in 81 contracts

Samples: Indemnity Agreement (Anthemis Digital Acquisitions I Corp), Indemnity Agreement (Anthemis Digital Acquisitions I Corp), Indemnity Agreement (Anthemis Digital Acquisitions I Corp)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 5150% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a ~~corporation~~ company which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any ~~corporation~~ company resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving ~~corporation~~ company except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the ~~corporation~~ company resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 50 contracts

Samples: Form of Indemnity Agreement (Lionheart Holdings), Form of Indemnity Agreement (TechyBird Acquisition Corp.), Form of Indemnity Agreement (Colombier Acquisition Corp. Ii)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 5150% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 38 contracts

Samples: Indemnity Agreement (Black Spade Acquisition Co), Indemnity Agreement (Black Spade Acquisition Co), Indemnity Agreement (Black Spade Acquisition Co)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 5150% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than a member or an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the ~~Board~~ board of ~~Directors~~ directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the ~~Board of Directors~~Board, providing for such Business Combination;

Appears in 38 contracts

Samples: Form of Indemnity Agreement (Mindset Growth Opportunities I Corp.), Form of Indemnity Agreement (USA Acquisition Corp.), Indemnity Agreement (AltEnergy Acquisition Corp)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~The Gores Group, LLC, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 30 contracts

Samples: Indemnity Agreement (Gores Holdings IX, Inc.), Indemnity Agreement (Gores Holdings X, Inc.), Indemnity Agreement (Gores Guggenheim, Inc.)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as~~ Subsidiaries(as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the ~~Board~~ board of ~~Directors~~ directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the ~~Board of Directors~~Board, providing for such Business Combination;

Appears in 30 contracts

Samples: Indemnity Agreement (Everest Consolidator Acquisition Corp), Indemnity Agreement (Everest Consolidator Acquisition Corp), Indemnity Agreement (Everest Consolidator Acquisition Corp)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~TPG Global, LLC, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 25 contracts

Samples: Form of Indemnity Agreement (TPG Pace Tech Opportunities Corp.), Indemnity Agreement (TPG Pace Tech Opportunities Corp.), Indemnity Agreement (TPG Pace Beneficial Finance Corp.)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, ~~share~~ stock purchase, ~~reorganization~~ recapitalization or other similar business combination involving the Company and one or more businesses or entities (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than the Underwriter or an affiliate ~~of the Sponsor~~thereof, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 24 contracts

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

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the ~~Board~~ board of ~~Directors~~ directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the ~~Board of Directors~~Board, providing for such Business Combination;

Appears in 23 contracts

Samples: Indemnity Agreement (Benson Hill, Inc.), Indemnity Agreement (Power & Digital Infrastructure Acquisition II Corp.), Indemnity Agreement (PROOF Acquisition Corp I)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a ~~corporation~~ company which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the~~ Sponsor, no Person (excluding any ~~corporation~~ company resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving ~~corporation~~ company except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the ~~corporation~~ company resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 22 contracts

Samples: Indemnity Agreement (Angel Pond Holdings Corp), Indemnity Agreement (Angel Pond Holdings Corp), Indemnity Agreement (Angel Pond Holdings Corp)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 5150% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the ~~Board~~ board of ~~Directors~~ directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the ~~Board of Directors~~Board, providing for such Business Combination;

Appears in 20 contracts

Samples: Indemnity Agreement (Marti Technologies, Inc.), Indemnity Agreement (Ledger Acquisition Co), Indemnity Agreement (Serendipity Capital Acquisition Corp.)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the ~~Board~~ board of ~~Directors~~ directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the ~~Board of Directors~~Board, providing for such Business Combination;

Appears in 16 contracts

Samples: Indemnity Agreement (Avalon Acquisition Inc.), Indemnity Agreement (Avalon Acquisition Inc.), Indemnity Agreement (Avalon Acquisition Inc.)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty‑one percent (51% %) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the~~ East Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15% %) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 16 contracts

Samples: Form of Indemnity Agreement (East Resources Acquisition Co), Form of Indemnity Agreement (East Resources Acquisition Co), Form of Indemnity Agreement (East Resources Acquisition Co)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, ~~share~~ stock purchase, ~~reorganization~~ recapitalization or other similar business combination involving the Company and one or more businesses or entities (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than the Sponsor or an affiliate ~~of the Sponsor~~thereof, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 16 contracts

Samples: Indemnity Agreement (Quetta Acquisition Corp), Form of Indemnity Agreement (Quetta Acquisition Corp), Indemnity Agreement (Yotta Acquisition Corp)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51% %) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~UTA Acquisition Sponsor LLC, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15% %) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 16 contracts

Samples: Indemnity Agreement (UTA Acquisition Corp), Indemnity Agreement (UTA Acquisition Corp), Indemnity Agreement (UTA Acquisition Corp)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 15 contracts

Samples: Indemnity Agreement (SC Health Corp), Indemnity Agreement (SC Health Corp), Indemnity Agreement (SC Health Corp)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 5150% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an a member or affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 15 contracts

Samples: Indemnity Agreement (Janus International Group, Inc.), Indemnity Agreement (Health Assurance Acquisition Corp.), Indemnity Agreement (Revolution Healthcare Acquisition Corp.)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 5150% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than a member or an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 14 contracts

Samples: Indemnity Agreement (Arbor Rapha Capital Bioholdings Corp. I), Indemnity Agreement (Arbor Rapha Capital Bioholdings Corp. I), Indemnity Agreement (Arbor Rapha Capital Bioholdings Corp. I)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 5150% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 13 contracts

Samples: Indemnity Agreement (Patria Latin American Opportunity Acquisition Corp.), Indemnity Agreement (Patria Latin American Opportunity Acquisition Corp.), Indemnity Agreement (Patria Latin American Opportunity Acquisition Corp.)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~The Social+Capital Partnership III, L.P., Hedosophia Group Limited or SCH Sponsor Corp., no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 12 contracts

Samples: Indemnity Agreement (Social Capital Hedosophia Holdings Corp.), Indemnity Agreement (Social Capital Hedosophia Holdings Corp.), Indemnity Agreement (Social Capital Hedosophia Holdings Corp.)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51% %) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the~~ RMG Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15% %) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 12 contracts

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

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~CFI Sponsor LLC, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 11 contracts

Samples: Indemnity Agreement (Crescent Acquisition Corp), Indemnity Agreement (Crescent Acquisition Corp), Indemnity Agreement (Crescent Acquisition Corp)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~FS Sponsor LLC, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 11 contracts

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

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~Cxxxxxx Management Corporation, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 11 contracts

Samples: Indemnity Agreement (Golden Star Acquisition Corp), Form of Indemnity Agreement (Flag Ship Acquisition Corp), Indemnity Agreement (Flag Ship Acquisition Corp)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51% %) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~Waldencast Long-Term Capital LLC, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15% %) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 10 contracts

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

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the~~ MIT Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 10 contracts

Samples: Indemnity Agreement (Mason Industrial Technology, Inc.), Indemnity Agreement (Mason Industrial Technology, Inc.), Indemnity Agreement (Mason Industrial Technology, Inc.)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, ~~share~~ stock purchase, ~~reorganization~~ recapitalization or other similar business combination involving the Company and one or more businesses or entities (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than the Underwriters or an affiliate ~~of the Sponsor~~thereof, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 10 contracts

Samples: Indemnity Agreement (Roth CH Acquisition v Co.), Indemnity Agreement (Roth CH Acquisition v Co.), Indemnity Agreement (Roth CH Acquisition IV Co.)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15% %) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the ~~Board~~ board of ~~Directors~~ directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the ~~Board of Directors~~Board, providing for such Business Combination;

Appears in 10 contracts

Samples: Indemnity Agreement (Far Peak Acquisition Corp), Indemnity Agreement (Sarissa Capital Acquisition Corp.), Indemnity Agreement (Sarissa Capital Acquisition Corp.)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 5150% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~EcoR1 Panacea Holdings II, LLC or EcoR1 Capital, LLC, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 10 contracts

Samples: Indemnity Agreement (Panacea Acquisition Corp. II), Indemnity Agreement (Panacea Acquisition Corp. II), Indemnity Agreement (Panacea Acquisition Corp. II)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~Easterly Capital, LLC, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 10 contracts

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

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the ~~Sponsor~~Sponsors, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the ~~Board~~ board of ~~Directors~~ directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the ~~Board of Directors~~Board, providing for such Business Combination;

Appears in 10 contracts

Samples: Indemnity Agreement (Foley Trasimene Acquisition Corp.), Indemnity Agreement (Foley Trasimene Acquisition Corp.), Indemnity Agreement (Foley Trasimene Acquisition Corp.)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~Saban Capital Group, Inc., no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 10 contracts

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

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of ~~Directors of~~ the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the ~~Board of Directors~~Board, providing for such Business Combination;

Appears in 10 contracts

Samples: Form of Indemnity Agreement (Capitalworks Emerging Markets Acquisition Corp), Indemnity Agreement (Elliott Opportunity II Corp.), Indemnity Agreement (Elliott Opportunity II Corp.)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 5150% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~EcoR1 Panacea Holdings, LLC or EcoR1 Capital, LLC, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 10 contracts

Samples: Indemnity Agreement (Panacea Acquisition Corp), Indemnity Agreement (Panacea Acquisition Corp), Indemnity Agreement (Panacea Acquisition Corp)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the ~~Sponsor~~Sponsors, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the ~~Board~~ board of ~~Directors~~ directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the ~~Board of Directors~~Board, providing for such Business Combination;

Appears in 9 contracts

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

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 5150% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~FirstMark Horizon Sponsor LLC, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 9 contracts

Samples: Indemnity Agreement (FirstMark Horizon Acquisition Corp.), Indemnity Agreement (FirstMark Horizon Acquisition Corp.), Indemnity Agreement (FirstMark Horizon Acquisition Corp.)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share purchase,~~ stock purchase reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) ~~other than an affiliate of the Sponsor,~~ no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 9 contracts

Samples: Indemnification Agreement (Landcadia Holdings, Inc.), Indemnification Agreement (Landcadia Holdings, Inc.), Indemnification Agreement (Landcadia Holdings, Inc.)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51% %) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~Rigel Resource Acquisition Holding LLC, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15% %) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 9 contracts

Samples: Indemnity Agreement (Rigel Resource Acquisition Corp.), Indemnity Agreement (Rigel Resource Acquisition Corp.), Indemnity Agreement (Rigel Resource Acquisition Corp.)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51% %) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~SCH Sponsor VI LLC, ChaChaCha SPAC F, LLC, Hedosophia Acquisitions F Limited or 01 Advisors 01, LP, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15% %) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 9 contracts

Samples: Indemnity Agreement (Social Capital Hedosophia Holdings Corp. VI), Indemnity Agreement (Social Capital Hedosophia Holdings Corp. VI), Indemnity Agreement (Social Capital Hedosophia Holdings Corp. VI)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 5150% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~Rxxxxx X. Xxxxxx or Lxxxx Xxxxxxx, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 9 contracts

Samples: Indemnity Agreement (Novus Capital Corp II), Indemnity Agreement (Novus Capital Corp II), Indemnity Agreement (Novus Capital Corp II)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “"Business Combination”"), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s 's assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 8 contracts

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

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 8 contracts

Samples: Indemnity Agreement (CF Corp), Indemnity Agreement (CF Corp), Indemnity Agreement (CF Corp)

Corporate Transactions. The effective date of a merger, ~~share~~ stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 5150% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 8 contracts

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

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51% %) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~Strategic Cyber Ventures, LLC, Xxxxxx Bay Capital or SCVX USA LLC, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15% %) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 8 contracts

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

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51% %) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~Ajax I Holdings, LLC, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15% %) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 8 contracts

Samples: Indemnity Agreement (Ajax I), Indemnity Agreement (Ajax I), Indemnity Agreement (Ajax I)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51% %) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~EVe Mobility Acquisition Sponsor LLC, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15% %) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 8 contracts

Samples: Indemnity Agreement (EVe Mobility Acquisition Corp), Indemnity Agreement (EVe Mobility Acquisition Corp), Indemnity Agreement (EVe Mobility Acquisition Corp)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 5150% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than a member or an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15% %) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board ~~of Directors of the corporation~~ resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the ~~Board of Directors~~Board, providing for such Business Combination;

Appears in 8 contracts

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

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 5150% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~RAAC Management LLC, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 8 contracts

Samples: Indemnity Agreement (Berkshire Grey, Inc.), Indemnity Agreement (Revolution Acceleration Acquisition Corp), Indemnity Agreement (Revolution Acceleration Acquisition Corp)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51% %) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~SILVERspac Sponsor LLC, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15% %) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 8 contracts

Samples: Indemnity Agreement (SILVERspac Inc.), Indemnity Agreement (SILVERspac Inc.), Indemnity Agreement (SILVERspac Inc.)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 5150% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 8 contracts

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

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51% %) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~Xxxx Xxxxxxx Sponsor LLC, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15% %) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 8 contracts

Samples: Indemnity Agreement (Cohn Robbins Holdings Corp.), Indemnity Agreement (Cohn Robbins Holdings Corp.), Indemnity Agreement (Cohn Robbins Holdings Corp.)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 7 contracts

Samples: Indemnity Agreement (Fortress Capital Acquisition Corp), Indemnity Agreement (Fortress Capital Acquisition Corp), Indemnity Agreement (Fortress Capital Acquisition Corp)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1A) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the ~~then~~ then-outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2B) other than an affiliate of ~~the~~ Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the ~~then~~ then-outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3C) at least a majority of the ~~Board~~ board of ~~Directors~~ directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the ~~Board of Directors~~Board, providing for such Business Combination;

Appears in 7 contracts

Samples: Indemnity Agreement (Heartland Media Acquisition Corp.), Indemnity Agreement (Heartland Media Acquisition Corp.), Indemnity Agreement (Heartland Media Acquisition Corp.)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar ~~business combination~~ partnering transaction, involving the Company and one or more businesses (a “~~Business Combination~~Partnering Transaction”), in each case, unless, following such ~~Business Combination~~Partnering Transaction: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such ~~Business Combination~~ Partnering Transaction beneficially own, directly or indirectly, more than 5150% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such ~~Business Combination~~ Partnering Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such ~~Business Combination~~Partnering Transaction, of the securities entitled to vote generally in the election of directors; (2) other than an a member or affiliate of the Sponsor, no Person (excluding any corporation resulting from such ~~Business Combination~~Partnering Transaction) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the ~~Business Combination~~Partnering Transaction; and (3) at least a majority of the Board of Directors of the corporation resulting from such ~~Business Combination~~ Partnering Transaction were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such ~~Business Combination~~Partnering Transaction;

Appears in 7 contracts

Samples: Indemnity Agreement (Corsair Partnering Corp), Indemnity Agreement (Corsair Partnering Corp), Indemnity Agreement (Corsair Partnering Corp)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51% %) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~SCH Sponsor III LLC, ChaChaCha SPAC C, LLC or Hedosophia Acquisitions C Limited, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15% %) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 7 contracts

Samples: Indemnity Agreement (Social Capital Hedosophia Holdings Corp. III), Indemnity Agreement (Social Capital Hedosophia Holdings Corp. III), Indemnity Agreement (Social Capital Hedosophia Holdings Corp. III)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 5150% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~Build Acquisition Sponsor LLC, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 7 contracts

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

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a ~~corporation~~ company which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~Macondray, LLC, no Person (excluding any ~~corporation~~ company resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving ~~corporation~~ company except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board ~~of Directors of the corporation~~ resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the ~~Board of Directors~~Board, providing for such Business Combination;

Appears in 6 contracts

Samples: Indemnity Agreement (Macondray Capital Acquisition Corp. I), Indemnity Agreement (Macondray Capital Acquisition Corp. I), Indemnity Agreement (Macondray Capital Acquisition Corp. I)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of ~~securities~~ shares entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding ~~securities~~ shares of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the ~~securities~~ shares entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~TPG Global, LLC, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding ~~securities~~ shares entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 6 contracts

Samples: Indemnity Agreement (AfterNext HealthTech Acquisition Corp.), Indemnity Agreement (TPG Pace Solutions Corp.), Indemnity Agreement (TPG Pace Solutions Corp.)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~GPIC, Ltd., no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 6 contracts

Samples: Indemnity Agreement (GP Investments Acquisition Corp.), Indemnity Agreement (GP Investments Acquisition Corp.), Indemnity Agreement (GP Investments Acquisition Corp.)

Appears in 6 contracts

Samples: Indemnity Agreement (ARYA Sciences Acquisition Corp V), Indemnity Agreement (Deep Lake Capital Acquisition Corp.), Indemnity Agreement (Deep Lake Capital Acquisition Corp.)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the ~~election~~ appointment of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 5150% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the ~~election~~ appointment of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the ~~election~~ appointment of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the ~~election~~ appointment of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the ~~Board~~ board of ~~Directors~~ directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the ~~Board of Directors~~Board, providing for such Business Combination;

Appears in 6 contracts

Samples: Indemnity Agreement (AP Acquisition Corp), Indemnity Agreement (AP Acquisition Corp), Indemnity Agreement (AP Acquisition Corp)

Corporate Transactions. The effective date of ~~a merger~~an acquisition, share exchange, ~~asset acquisition~~share reconstruction and amalgamation, ~~share purchase, reorganization~~ contractual control arrangement or other similar business combination ~~involving~~ with the Company and one or more businesses or entities (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) ~~other than an affiliate of the Sponsor,~~ no Person (excluding (a) any corporation resulting from such Business Combination, (b) Double Ventures Holdings Limited or (c) any of Double Ventures Holdings Limited’s affiliates) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 6 contracts

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

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, recapitalization or other reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses or entities (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 6 contracts

Samples: Indemnity Agreement (Industrial Human Capital, Inc.), Indemnity Agreement (Larkspur Health Acquisition Corp.), Indemnity Agreement (TechStackery, Inc.)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as~~ Subsidiaries(as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of ~~directors;~~ directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business ~~Combination;~~ Combination; and (3) at least a majority of the ~~Board~~ board of ~~Directors~~ directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the ~~Board of Directors~~Board, providing for such Business ~~Combination;~~Combination;

Appears in 6 contracts

Samples: Indemnity Agreement (Unifund Financial Technologies, Inc.), Indemnity Agreement (VMG Consumer Acquisition Corp.), Indemnity Agreement (VMG Consumer Acquisition Corp.)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 5150% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~Xxxxxx X. Xxxxxx or Xxxxxxx X. Xxxxxx, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 5 contracts

Samples: Indemnity Agreement (Future Health ESG Corp.), Indemnity Agreement (Future Health ESG Corp.), Indemnity Agreement (Future Health ESG Corp.)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 5150% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the ~~Board~~ board of ~~Directors~~ directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the ~~Board of Directors~~Board, providing for such Business Combination;

Appears in 5 contracts

Samples: Indemnity Agreement (Semper Paratus Acquisition Corp), Indemnity Agreement (Semper Paratus Acquisition Corp), Indemnity Agreement (Lazard Fintech Acquisition Corp. I)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, ~~reorganization~~ reorganization, recapitalization or other similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) ~~other than an affiliate of the Sponsor,~~ no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 5 contracts

Samples: Employment Agreement (UpHealth, Inc.), Employment Agreement (UpHealth, Inc.), Employment Agreement (UpHealth, Inc.)

Corporate Transactions. The effective date of ~~a merger~~an acquisition, share exchange, ~~asset acquisition~~share reconstruction and amalgamation or contractual control arrangement with, ~~share purchase~~purchase of all or substantially all of the assets of, ~~reorganization~~ or any other similar business ~~combination involving the Company and one~~ combinations with operating businesses or ~~more businesses~~ assets (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) ~~other than an affiliate of the Sponsor,~~ no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 5 contracts

Samples: Indemnity Agreement (ROI Acquisition Corp.), Indemnity Agreement (Azteca Acquisition Corp), Indemnity Agreement (Blue Wolf Mongolia Holdings Corp.)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 5150% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the ~~Board~~ board of ~~Directors~~ directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the ~~Board of Directors~~Board, providing for such Business Combination;

Appears in 5 contracts

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

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 5150% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the ~~Board~~ board of ~~Directors~~ directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the ~~Board of Directors~~Board, providing for such Business Combination;

Appears in 4 contracts

Samples: Indemnity Agreement (Generation Asia I Acquisition LTD), Indemnity Agreement (Green Visor Financial Technology Acquisition Corp I), Indemnity Agreement (Generation Asia I Acquisition LTD)

Corporate Transactions. The effective date of a merger, a share exchange, an asset acquisition, a share purchase, a reorganization or a similar business ~~combination~~ combination, involving the Company and one (1) or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation ~~which~~ that, as a result of such ~~transaction~~ transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one (1) or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the ~~then~~ then-outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the ~~Board~~ board of ~~Directors~~ directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the ~~Board of Directors~~Board, providing for such Business Combination;

Appears in 4 contracts

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

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 5150% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an a member or affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 4 contracts

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

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 5150% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~CFAC Holdings, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 4 contracts

Samples: Indemnity Agreement (CF Acquisition Corp. VII), Indemnity Agreement (CF Acquisition Corp. VIII), Indemnity Agreement (CF Acquisition Corp. VI)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the ~~election~~ appointment of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the ~~election~~ appointment of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the ~~election~~ appointment of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the ~~election~~ appointment of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the ~~Board~~ board of ~~Directors~~ directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the ~~Board of Directors~~Board, providing for such Business Combination;

Appears in 4 contracts

Samples: Indemnity Agreement (HCM Acquisition Corp), Indemnity Agreement (Velocity Merger Corp.), Indemnity Agreement (Marlin Technology Corp.)

Corporate Transactions. The effective date of a reorganization, merger~~, share exchange~~, asset acquisition, ~~share purchase~~stock (or other equity interest) purchase or exchange, ~~reorganization~~ consolidation or ~~similar~~ other business combination involving the Company ~~and one or more businesses~~ (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 4 contracts

Samples: Indemnification Agreement (Spartan Acquisition Corp. II), Indemnification Agreement (Switchback Energy Acquisition Corp), Form of Indemnification Agreement (Switchback Energy Acquisition Corp)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the~~ Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 4 contracts

Samples: Indemnity Agreement (Monocle Acquisition Corp), Indemnity Agreement (ChaSerg Technology Acquisition Corp), Indemnity Agreement (VectoIQ Acquisition Corp.)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the ~~Board~~ board of ~~Directors~~ directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the ~~Board of Directors~~Board, providing for such Business Combination;

Appears in 4 contracts

Samples: Form of Indemnity Agreement (OpSec Holdings), Form of Indemnity Agreement (Investcorp Europe Acquisition Corp I), Indemnity Agreement (Investcorp Europe Acquisition Corp I)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) ~~other than an affiliate of the Sponsor,~~ no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15% %) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 4 contracts

Samples: Fdirector and Officer Indemnification Agreement (Captivision Inc.), Indemnity Agreement (MNG Havayollari Ve Tasimacilik A.S.), Indemnity Agreement (D-Market Electronic Services & Trading)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a ~~corporation~~ company which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~HWei Super Speed Co., Ltd, no Person (excluding any ~~corporation~~ company resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving ~~corporation~~ company except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board ~~of Directors of the corporation~~ resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the ~~Board of Directors~~Board, providing for such Business Combination;

Appears in 4 contracts

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

Corporate Transactions. The effective date of a reorganization, merger~~, share exchange~~, asset acquisition, ~~share purchase~~stock (or other equity interest) purchase or exchange, ~~reorganization~~ consolidation or ~~similar~~ other business combination involving the Company ~~and one or more businesses~~ (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51% %) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) ~~other than an affiliate of the Sponsor,~~ no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 1550% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 3 contracts

Samples: Form of Indemnification Agreement (Blade Air Mobility, Inc.), Form of Indemnification Agreement (Experience Investment Corp.), Form of Indemnification Agreement (ChargePoint Holdings, Inc.)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company ~~and one or more businesses~~ (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~Riverstone Investment Group LLC, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 3 contracts

Samples: Indemnification Agreement (Decarbonization Plus Acquisition Corp III), Indemnification Agreement (Decarbonization Plus Acquisition Corp), Indemnification Agreement (Decarbonization Plus Acquisition Corp)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) ~~other than an affiliate of the Sponsor,~~ no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15% %) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 3 contracts

Samples: Indemnification Agreement (Tivic Health Systems, Inc.), Indemnity Agreement (Cadre Holdings, Inc.), Indemnity Agreement (Danimer Scientific, Inc.)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~Concord, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 3 contracts

Samples: Indemnity Agreement (CHP Merger Corp.), Indemnity Agreement (CHP Merger Corp.), Indemnity Agreement (CHP Merger Corp.)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company ~~and one or more businesses~~ (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than the Sponsor or an ~~affiliate of the Sponsor~~Affiliate thereof, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 3 contracts

Samples: Form of Indemnification Agreement (Kimbell Tiger Acquisition Corp), Form of Indemnification Agreement (Kimbell Tiger Acquisition Corp), Form of Indemnification Agreement (Kimbell Tiger Acquisition Corp)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~10XYZ Holdings LP, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 3 contracts

Samples: Form of Indemnity Agreement (TenX Keane Acquisition), Form of Indemnity Agreement (TenX Keane Acquisition), Form of Indemnity Agreement (TenX Keane Acquisition)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~Xxxxxxx Management Corporation, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 3 contracts

Samples: Form of Indemnity Agreement (Alpha Star Acquisition Corp), Form of Indemnity Agreement (Venus Acquisition Corp), Indemnity Agreement (Greencity Acquisition Corp)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving ~~corporation~~ entity except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 3 contracts

Samples: Form of Indemnity Agreement (BYTE Acquisition Corp.), Indemnity Agreement (Colonnade Acquisition Corp. II), Indemnity Agreement (Colonnade Acquisition Corp.)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 5150% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~CF Finance Holdings, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 3 contracts

Samples: Indemnity Agreement (CF Finance Acquisition Corp. III), Indemnity Agreement (CF Finance Acquisition Corp II), Indemnity Agreement (CF Finance Acquisition Corp.)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~FIL, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 3 contracts

Samples: Indemnity Agreement (Forum Merger IV Corp), Indemnity Agreement (Forum Merger III Corp), Indemnity Agreement (Forum Merger II Corp)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company ~~and one or more businesses~~ (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than ~~an affiliate of~~ the ~~Sponsor~~Sponsor or its Affiliate, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 3 contracts

Samples: Form of Indemnification Agreement (Beard Energy Transition Acquisition Corp.), Form of Indemnification Agreement (Beard Energy Transition Acquisition Corp.), Form of Indemnification Agreement (Beard Energy Transition Acquisition Corp.)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51% %) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~Perception Capital Partners II LLC, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15% %) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 3 contracts

Samples: Indemnity Agreement (Perception Capital Corp. II), Indemnity Agreement (Perception Capital Corp. II), Indemnity Agreement (Perception Capital Corp. II)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, ~~reorganization~~ recapitalization or other similar business combination involving the Company and one or more businesses or entities (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than the Sponsor or an affiliate ~~of the Sponsor~~thereof, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 3 contracts

Samples: Indemnity Agreement (Black Hawk Acquisition Corp), Form of Indemnity Agreement (Health Sciences Acquisitions Corp 2), Form of Indemnity Agreement (Health Sciences Acquisitions Corp 2)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15% %) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 3 contracts

Samples: Indemnity Agreement (LAMF Global Ventures Corp. I), Indemnity Agreement (10X Capital Venture Acquisition Corp. III), Indemnity Agreement (10X Capital Venture Acquisition Corp. II)

Corporate Transactions. The effective date of a merger, ~~share~~ capital stock exchange, asset acquisition, ~~share~~ stock purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 5150% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 2 contracts

Samples: Indemnity Agreement (AxonPrime Infrastructure Acquisition Corp), Indemnity Agreement (CBRE Acquisition Holdings, Inc.)

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~SLG SPAC Fund LLC, no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 2 contracts

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

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a ~~corporation~~ company which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any ~~corporation~~ company resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving ~~corporation~~ company except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the ~~corporation~~ company resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;.

Appears in 2 contracts

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

Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ~~combination~~ combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more ~~Subsidiaries (as defined below)~~Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of ~~the Sponsor~~A SPAC Holdings Acquisition Corp., no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

Appears in 2 contracts

Samples: Indemnity Agreement (ASPAC I Acquisition Corp.), Indemnity Agreement (ASPAC I Acquisition Corp.)

Common use of Corporate Transactions Clause in Contracts