Proposal No. 9 (Adjournment Proposal). Approval of an adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Merger Share Issuance Proposal, the Reverse Stock Split Proposal, the Increase in Authorized Shares Proposal, the Series A Voting Rights Proposal, or the Asset Sale Proposal. Recommendations of the NTN Board of Directors The NTN board of directors has determined that: ● The transactions contemplated by the Merger Agreement, including the Merger, the issuance of shares of NTN common stock to Brooklyn’s members pursuant to the Merger Agreement and the change of control resulting therefrom are fair to, advisable and in the best interest of NTN and its stockholders, and has approved and declared advisable the Merger Agreement and the transactions contemplated thereby. The NTN board of directors recommends that NTN’s stockholders vote “FOR” the Merger Share Issuance Proposal. ● The reverse stock split contemplated by the Reverse Stock Split Proposal is fair to, advisable and in the best interest of NTN and its stockholders, and has approved and declared advisable the Reverse Stock Split Proposal. The NTN board of directors recommends that NTN’s stockholders vote “FOR” the Reverse Stock Split Proposal. ● The increase in the authorized common stock of NTN contemplated by the Increase in Authorized Shares Proposal is fair to, advisable and in the best interest of NTN and its stockholders, and has approved and declared advisable the Increase in Authorized Shares Proposal. The NTN board of directors recommends that NTN’s stockholders vote “FOR” the Increase in Authorized Shares Proposal. ● Granting voting rights to the holders of NTN’s Series A Convertible Preferred Stock on an as-converted to common stock basis as contemplated by the Series A Voting Rights Proposal is fair to, advisable and in the best interest of NTN and its stockholders, and has approved and declared advisable the Series A Voting Rights Proposal. The NTN board of directors recommends that NTN’s stockholders vote “FOR” the Series A Voting Rights Proposal. ● The name change contemplated by Name Change Proposal is fair to, advisable and in the best interest of NTN and its stockholders, and has approved and declared advisable the Name Change Proposal. The NTN board of directors recommends that NTN’s stockholders vote “FOR” the Name Change Proposal. ● The Asset Sale contemplated by the Asset Sale Proposal is expedient and in the best...
Proposal No. 1—Metro Merger Proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Proposal No. 2—Metro Compensation Proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Proposal No. 3—Metro Adjournment Proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 F.N.B. SPECIAL MEETING OF SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Date, Time and Place of Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Purpose of the Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Recommendation of the F.N.B. Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Proposal No. 3 (2021 Equity
Proposal No. 6 (Postponement or
Proposal No. 4: The Liquidation Resolutions It is proposed to dissolve and subsequently liquidate CB&I Newco (the “Liquidation”), making one or more advance liquidation distributions such that each holder of shares of CB&I Common Stock not tendered in the Exchange Offer (each a, “CB&I Newco Public Shareholder”) will receive, as a liquidation distribution, a number of shares of McDermott Common Stock equal to the product of (a) the Exchange Offer Ratio (as defined herein) and (b) the number of shares of CB&I Newco Common Stock held by such shareholder at such time (with cash paid in lieu of any fractional shares of McDermott Common Stock as described below) (the “Liquidation Distribution”), subject to applicable withholding taxes, including the Dutch Dividend Withholding Tax. CB&I proposes that CB&I shareholders, effective as of the Share Sale Effective Time, (1) approve the dissolution of CB&I Newco, (2) approve the appointment of Stichting Vereffening Chicago Bridge & Iron Company as liquidator of CB&I Newco and (3) approve the appointment of (an affiliate of) McDermott Bidco as the custodian of the books and records of CB&I Newco in accordance with Section 2:24 of the Dutch Civil Code. The Liquidation Resolutions require the affirmative vote of a majority of the votes cast on the matter by holders of shares of CB&I Common Stock outstanding and entitled to vote at the CB&I Special General Meeting (meaning the number of shares voted “FOR” the proposal must exceed the number of shares voted “AGAINST” the proposal). The Combination cannot be completed unless the CB&I shareholders approve the Liquidation Resolutions. The CB&I Boards recommend that CB&I shareholders vote “FOR” the Liquidation Resolutions.
Proposal No. 5: The Discharge Resolution It is proposed that each of the current members of the CB&I Boards be granted full and final discharge in respect of his or her acts of management or supervision, as applicable, up to the date of the CB&I Special General Meeting, except for acts as a result of fraud ( bedrog ), gross negligence ( grove schuld ) or willful misconduct ( opzet ) of such member. The discharge for each director’s acts of management or supervision, as applicable, up to the date of the CB&I Special General Meeting will be effective as of the Exchange Offer Effective Time (as defined herein) and granted for the performance of their duties, on the basis of the information provided to the general meeting through publicly available information prior to the date of the CB&I Special General Meeting. The Discharge Resolution requires the affirmative vote of a majority of the votes cast on the matter by holders of shares of CB&I Common Stock outstanding and entitled to vote at the CB&I Special General Meeting (meaning the number of shares voted “FOR” the proposal must exceed the number of shares voted “AGAINST” the proposal). The Combination cannot be completed unless the CB&I shareholders approve the Discharge Resolution. The CB&I Boards recommend that CB&I shareholders vote “FOR” the Discharge Resolution.
Proposal No. 6: The Compensation Resolution The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, requires that CB&I provide shareholders with the opportunity to cast a non-binding, advisory vote on the compensation that may become payable to CB&I’s named executive officers in connection with the Combination, as disclosed in this joint proxy statement/prospectus, including as described in “The Combination—Interests of CB&I’s Directors and Executive Officers in the Combination.” This vote is commonly referred to as a “golden parachute say on pay” vote. This non-binding, advisory proposal relates only to already existing contractual obligations of CB&I that may result in a payment to CB&I’s named executive officers in connection with, or following, the consummation of the Combination, and does not relate to any new compensation or other arrangements between CB&I’s named executive officers and McDermott. Further, this proposal does not relate to any compensation arrangement that may become applicable to CB&I’s directors or executive officers who are not named executive officers. As an advisory vote, this proposal is not binding upon CB&I or the CB&I Boards, and approval of this proposal is not a condition to completion of the Combination. The vote on executive compensation payable in connection with the Combination is a vote separate and apart from the other proposals put for resolution at the CB&I Special General Meeting. Accordingly, you may vote to approval such other resolutions and vote not to approve the advisory proposal concerning the Combination-related compensation for CB&I’s named executive officers and vice versa. Because the vote is advisory in nature only, it will not be binding on CB&I. To the extent that CB&I is contractually obligated to pay the compensation, such compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the advisory vote. These payments are a part of CB&I’s comprehensive executive compensation program and are intended to align CB&I’s named executive officers’ interests with yours as stockholders by ensuring their continued retention and commitment during critical events such as the Combination, which may create significant personal uncertainty for them. The Compensation Resolution requires the affirmative vote of a majority of the votes cast on the matter by holders of shares of CB&I Common Stock outstanding and entitled to vote at the CB&I Special General...
Proposal No. 9 — The “Nasdaq Proposal” — to consider and vote upon a proposal to approve, for purposes of complying with the applicable listing rules of the Nasdaq Stock Market, the issuance of shares of HCAC Class A Common Stock to the Canoo equity holders in the Mergers pursuant to the Merger Agreement and to the investors in the private offering of securities to certain investors in connection with the Business Combination; and • Proposal No. 10 — The “Adjournment Proposal” — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote. Only holders of record of shares of HCAC Class A Common Stock and shares of Class B common stock of Xxxxxxxx Capital, par value $0.0001 per share (“HCAC Class B Common Stock”), at the close of business on October 27, 2020 are entitled to notice of the special meeting and to vote at the special meeting and any adjournments or postponements of the special meeting. A complete list of our stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting. Pursuant to our Existing Charter, we are providing the holders of shares of HCAC Class A Common Stock originally sold as part of the units issued in our initial public offering (the “IPO” and such holders, the “Public Stockholders”) with the opportunity to redeem, upon the closing of the Business Combination (the “Closing”), shares of HCAC Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to Xxxxxxxx Capital to pay its franchise and income taxes) from the IPO and a concurrent private placement of warrants to our Xxxxxxxx Capital Partners IV LLC (our “Sponsor”) and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (the “Anchor Investor”). For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of October 27, 2020 of approximately $306.6 m...
