Vote Required for Approval. If the Merger Proposal is not approved, the Governance Proposal will not be presented at the Xxxxxxxxx Special Meeting. The approval of the Governance Proposal requires the majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Xxxxxxxxx Special Meeting. Failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Xxxxxxxxx Special Meeting, abstentions and broker non-votes will have no effect on the Governance Proposal. The Merger is not conditioned upon the approval of the Governance Proposal. As discussed above, a vote to approve the Governance Proposal is an advisory vote, and therefore, is not binding on the Xxxxxxxxx, Skillsoft or their respective boards of directors. Accordingly, regardless of the outcome of the non-binding advisory vote, Xxxxxxxxx and Skillsoft intend that the Proposed Charter, in the form set forth on Annex C and containing the provisions noted above, will take effect at consummation of the Merger, assuming adoption of Proposal No. 4. The Sponsor and Xxxxxxxxx’x directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of the Governance Proposal. See “Other Agreements — Sponsor Agreement” for more information. Recommendation of the Board of Directors THE XXXXXXXXX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE XXXXXXXXX STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE GOVERNANCE PROPOSAL. Assuming the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan Proposal are approved at the Xxxxxxxxx Special Meeting, stockholders are being asked to elect seven directors to the Board, effective upon the closing of the Merger, with each director having a term that expires at the Post-Combination Company’s annual meeting of stockholders in 2022, in the case of Class I directors, the Post-Combination Company’s annual meeting of stockholders in 2023, in the case of Class II directors, and the Post-Combination Company’s annual meeting of stockholders in 2024, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. The election of these directors is contingent upon approval of the Merger Proposal, the Mer...
Vote Required for Approval. The Arrangement Resolution must be approved by the affirmative vote of not less than (1) two-thirds of the votes cast by CRH shareholders present or represented by proxy at the CRH meeting, (2) two-thirds of the votes cast by all of the CRH securityholders present or represented by proxy at the CRH meeting, voting as a single class, and (3) a simple majority of the votes cast by CRH shareholders present or represented by proxy at the CRH meeting, excluding votes cast by directors, senior officers and certain other related parties of CRH whose votes must be excluded pursuant to Multilateral Instrument 61-101—Protection of Minority Securityholders in Special Transactions. For the proposal to approve the Arrangement Resolution, you may vote FOR or AGAINST. Approval of the Compensation Proposal, which is an advisory (non-binding) vote, requires the affirmative vote of not less than half of the votes cast by CRH shareholders present or represented by proxy at the CRH meeting. For the Compensation Proposal, you may vote FOR or AGAINST. Abstentions and CRH securities which are not voted will have no effect on the outcome of the vote to approve the Arrangement Resolution or the Compensation Proposal. Broker Non-Votes Under applicable rules and regulations of the NYSE American, brokers, banks or other nominees have the discretion to vote on routine matters, but do not have the discretion to vote on non-routine matters. A “broker non-vote” occurs on an item when a broker, bank or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of securityholders but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares, and the beneficial owner fails to provide the nominee with such instructions. Because all of the proposals to be considered at the CRH meeting are “non-routine” matters for purposes of broker voting, CRH does not expect any broker non-votes at the CRH meeting. Broker non-votes, if any, will have no effect on the outcome of the vote to approve the Arrangement Resolution or the Compensation Proposal.
Vote Required for Approval. Approval of the advisory compensation proposal requires the affirmative vote of the holders of a majority of the shares of SemGroup common stock and SemGroup preferred stock, on an as-converted basis, voting as a single class, entitled to vote thereon and present in person or represented by proxy at the special meeting. Recommendation of the SemGroup Board of Directors THE SEMGROUP BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL 2 AS TO THE APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF SPECIFIED COMPENSATION THAT MAY BE RECEIVED BY SEMGROUP’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. 138 LEGAL MATTERS The validity of the ET common units to be issued in connection with the merger and being offered by this proxy statement/prospectus will be passed upon by Xxxxxx & Xxxxxxx LLP, Houston, Texas. Certain U.S. federal income tax consequences of the merger will be passed upon by Xxxxxx & Xxxxxxx LLP, Houston, Texas, for Energy Transfer and Xxxxxxxx & Xxxxx LLP, Houston, Texas, for SemGroup. The audited consolidated financial statements of Energy Transfer LP and subsidiaries and management’s assessment of the effectiveness of internal control over financial reporting incorporated by reference in this proxy statement/prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the reports of Xxxxx Xxxxxxxx LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The audited consolidated financial statements of SemGroup Corporation and subsidiaries as of December 31, 2018 and 2017 and for each of the two years in the period ended December 31, 2018 and the effects of the adjustments to the 2016 consolidated financial statements to retrospectively apply the change in reportable operating segments as described in Note 21 and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2018, incorporated by reference in this proxy statement/prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the reports of Xxxxx Xxxxxxxx LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing. The consolidated financial statements of SemGroup Corporation for the year ended December 31, 2016 (before the effects of the adjustments to retrospectively apply the change in reportab...
Vote Required for Approval. Approval of the 2021 Stock Incentive Plan Proposal requires the affirmative vote of the holders of a majority of the outstanding Dakota common stock present in person or represented by proxy and entitled to vote. Recommendation of the Dakota Board THE DAKOTA BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE DAKOTA TERRITORY RESOURCE CORP. 2021 STOCK INCENTIVE PLAN PROPOSAL. Proposal 3: Director Proposal Xxxxxx is requesting that holders of the outstanding shares of Dakota’s common stock consider and vote on a proposal to approve the Director Proposal, which proposal is referred to as the “Director Proposal”. The Director Proposal provides for the election of seven directors to serve for a term that expires on the date of the next Annual Meeting of Stockholders of Xxxxxx Xxxx. Approval of the Director Proposal is not a condition to the completion of the transactions. Xxxxxx’s board nominated each of Xxxxxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxxxx X. X’Xxxxxx, Xxxxxx Xxxxxxxxxxx, Xxxxxxxx Xxxxxxx, Xxx Xxxxxx and Xxxx X. Xxxxxxxx for election at the Annual Meeting as a director to hold office until the 2022 Annual Meeting of Stockholders of Xxxxxx Xxxx and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. The nominees have consented to serve a term as directors. Should any of the nominees become unable to serve for any reason prior to the Annual Meeting, Dakota’s board may designate a substitute nominee, in which event the holders of the outstanding shares of Dakota’s common stock will vote for the election of such substitute nominee, or may reduce the number of directors on the board of Xxxxxx Xxxx. Below is a biography of each of the directors standing for election at the Annual Meeting: Name Age Position Xxxxxxxx X. Xxxx 43 Director Xxxxxx X. Xxxxxx 62 Director Xxxxxxx X. X’Xxxxxx 66 Director Xxxxxx Xxxxxxxxxxx 66 Director Name Age Position Xxxxxxxx Xxxxxxx 45 Director Xxx Xxxxxx 48 Director Xxxx X. Xxxxxxxx 58 Director Xxxxxxxx Xxxx Xx. Xxxx has been Chief Executive Officer and a director of Dakota since March 2021. Xx. Xxxx has served as a Director, President and Chief Executive Officer of JR since November 15, 2017. Xx. Xxxx is a co-founder and director of Gold Standard Ventures Corp. As Chief Executive Officer and President of Gold Standard Ventures Corp., from July 2010 through December 2020, Xx. Xxxx oversaw all corporate development, asset acquisition, joint ventures, capital raising and the pr...
Vote Required for Approval. Each of Charter Proposals 2a through 2h will be approved and adopted if the holders of a majority of all outstanding shares of Novus Common Stock entitled to vote thereon at the special meeting vote “FOR” such respective Charter Proposals. Each of Charter Proposals 2a through 2h needs to be approved in order for the Charter Proposals to be approved. Adoption of the Charter Proposals is conditioned on the approval of the Business Combination Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Nasdaq Proposal at the special meeting. The Closing is conditioned on the approval of the Business Combination Proposal, each of the Charter Proposals, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Nasdaq Proposal at the special meeting. Recommendation of Novus’s Board of Directors NOVUS’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF EACH OF THE CHARTER PROPOSALS 2A THROUGH 2H. Overview PROPOSAL NO. 3 — THE EQUITY INCENTIVE PLAN PROPOSAL Annex C and incorporated by reference in its entirety. Novus’s stockholders should refer to the 2021 Plan for more complete and detailed information about the terms and conditions of the 2021 Plan.
Vote Required for Approval. The Adjournment Proposal will be approved and adopted if the holders of a majority of the shares of Novus Common Stock represented virtually in person or by proxy and voted thereon at the special meeting vote “FOR” the Adjournment Proposal. Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other Stockholder Proposals. Recommendation of Novus’s Board of Directors NOVUS’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL. INFORMATION ABOUT APPHARVEST Unless the context otherwise requires, all references in this section to “we,” the “Company,” “us,” or “our” refer to AppHarvest and its subsidiaries prior to the consummation of the Business Combination. Overview AppHarvest is building some of the world’s largest high-tech greenhouses, combining conventional agricultural techniques with today’s technology to grow fruits and vegetables that are not genetically modified organisms and are free from chemical pesticides. The Company’s vision is to create America’s AgTech capital from within Appalachia and provide better produce, better farming practices and better jobs. Our Founder and Chief Executive Officer, Xxxxxxxx Xxxx, is a Kentucky native, and AppHarvest’s employees have deep ties to this region, which has endured the rapid decline of its signature coal industry. AppHarvest chose its location intentionally to do its part in helping build a more inclusive, resilient economy. The Company’s location in Eastern Kentucky also allows it to be within a day’s drive of nearly 70% of the U.S. population, significantly reducing transportation costs compared to fruits and vegetables trucked cross- country from the southwestern United States and Mexico. This is expected to allow AppHarvest’s produce to be cost-competitive, and, by harvesting closer to consumers, AppHarvest can minimize the need to treat its produce, a practice that can reduce nutritional value. Our Challenge and Opportunity Agriculture’s challenges today are serious and wide-reaching. The United Nations forecasts that global food production will need to increase at least 50% by 2050 to feed the growing global population. Climate change is redistributing water resources around the world, and traditional farming areas are being displaced. Soil erosion linked to agriculture is estimated to range from 10 to 20 times, up to more than 100 times, higher than soil formation according to the United Nations Intergove...
Vote Required for Approval. (page 16) The votes required for each proposal are as follows: • Approval of the Arrangement Resolution requires the affirmative vote of not less than
Vote Required for Approval. The approval of the Adjournment Proposal requires the majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Xxxxxxxxx Special Meeting. Failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Xxxxxxxxx Special Meeting, abstentions and broker non-votes will have no effect on the Adjournment Proposal. The Merger is not conditioned upon the approval of the Adjournment Proposal. The Sponsor and Xxxxxxxxx’x directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of the Adjournment Proposal. See “Other Agreements — Sponsor Agreement” for more information. Recommendation of the Board of Directors THE XXXXXXXXX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE XXXXXXXXX STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL. SKILLSOFT EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS In this section, “we”, “us”, and “our” refer to Skillsoft. The Skillsoft Extraordinary General Meeting will be held at 10:00 a.m. Central European Time, on June 10, 2021, subject to and in accordance with the September 2020 Law (as defined below). This proxy statement of Skillsoft, which is first being mailed to Skillsoft shareholders on or about , 2021, asks you to complete, sign, date and mail the enclosed Proxy or Voting Form for use at the Skillsoft Extraordinary General Meeting, for the purposes set forth in the foregoing convening notice, being:
Vote Required for Approval. The approval of the ENVB Share Issuance Proposal requires the affirmative vote of a majority of the votes cast by holders of ENVB’s common stock as of the Record Date present in person or represented by proxy at the ENVB annual meeting. Directors are elected by a plurality of the votes cast, and the five nominees who receive the greatest number of favorable votes of the holders of the common stock cast in the Election of Directors at the ENVB annual meeting will be elected directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. The approval of the Say-on-Pay Proposal requires the affirmative vote of a majority of the voting power of the shares of ENVB common stock present in person or represented by proxy at the ENVB annual meeting and entitled to vote on the proposal. The approval of the Auditor Ratification Proposal requires the affirmative vote of the holders of a majority of the ENVB common stock having voting power present in person or represented by proxy at the ENVB annual meeting and entitled to vote thereon. The approval of the ENVB Adjournment Proposal requires the affirmative vote of a majority of the voting power of the shares of ENVB common stock present in person or represented by proxy at the ENVB annual meeting and entitled to vote on the proposal.
Vote Required for Approval. The approval of the Adjournment Proposal requires an affirmative vote of a majority of the votes cast by holders of Software Acquisition Group common stock, voting separately as a single class, regardless of whether a quorum is present, voting in or represented by proxy at the Special Meeting. Failure to submit a proxy or to vote at the Special Meeting, an abstention from voting or a broker non-vote will have no effect on the Adjournment Proposal. The merger is not conditioned upon the approval of the Adjournment Proposal. The Sponsors and one of Software Acquisition Group’s independent directors have agreed to vote the Founder Shares and any public shares owned by them in favor of the Adjournment Proposal (if necessary). See “Other Agreements — Software Acquisition Group Letter Agreement” for more information. Recommendation of the Board of Directors
