""Stockholder Approval"" — Epstein Files Search

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EFTA01411077Set 10

2015-07-27328p99,119w

from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities ... 7/27/2015 8:51:37 AM] EFTA01411113 public shares by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with ... means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01411077.pdf

EFTA01366315Set 10

2015-06-051p899w

stockholder vote to approve our initial business combination unless the business combination would require stockholder approval under applicable state law or the rules of NASDAQ or if we decide ... offer in lieu of a stockholder meeting but would still require us to obtain stockholder approval if we were seeking to issue more than 20% of our outstanding shares ... required us to issue more than 20% of our outstanding shares, we would seek stockholder approval of such business combination. However, except for as required by law, the decision

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01366315.pdf

EFTA01366357Set 10

shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or (ii) to satisfy a closing condition in an agreement ... means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made ... transaction and whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirement. Asset acquisitions and stock purchases would

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01366357.pdf

EFTA01366308Set 10

2015-07-271p546w

means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made ... transaction and whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirement. Asset acquisitions and stock purchases would ... typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20.0% of our outstanding common stock

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01366308.pdf

EFTA01366384Set 10

2015-07-271p1,002w

redemption rights as is required under the SEC's proxy rules. If. however, a stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval ... proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares ... vote shall be taken to approve our business combination. 120 If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01366384.pdf

EFTA01366356Set 10

vote pursuant to the tender offer rules of the SEC. However, we will seek stockholder approval if it is required by law or applicable stock exchange rule ... decide to seek stockholder approval for business or other legal reasons. Presented in the table below is a graphic explanation of the types of initial business combinations we may consider ... whether stockholder approval is currently require) under Delaware law for each such transaction. Whether Stockholder Approval is Type of Transaction Required Purchase of assets No Purchase of stock of target

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01366356.pdf

EFTA01366358Set 10

will withdraw the tender offer and not complete the initial business combination. If. however, stockholder approval of the transaction is required by law or stock exchange listing requirement ... decide to obtain stockholder approval for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation: • conduct the redemptions in conjunction with a proxy ... rules, and • file proxy materials with the SEC. In the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01366358.pdf

EFTA01366316Set 10

after the offering in favor of our initial business combination. Accordingly, if we sock stockholder approval of our 28 initial business combination, it is more likely that the necessary stockholder ... your right to redeem your shares from us for cash, unless we seek stockholder approval of the business combination. At the time of your investment in ua you will ... target businesses. Since our board of directors may complete a business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the business

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01366316.pdf

EFTA01366408Set 10

Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with ... interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares ... whether the terms of the transaction would otherwise require the Company to sock stockholder approval unless a vote is required by NASDAQ rules. If the Company seeks stockholder approval

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01366408.pdf

EFTA01366309Set 10

will withdraw the tender offer and not complete the initial business combination. If, however, stockholder approval of the transaction is required by law or stock exchange listing requirement ... decide to obtain stockholder approval for business or other legal reasons, we will • conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange ... tender offer rules, and • file proxy materials with the SEC. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01366309.pdf

EFTA01366317Set 10

claims of creditors and the requirements of other applicable law. If we seek stockholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates ... business combination and reduce the public "float" of our common stock. If' we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with ... shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an agreement with

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01366317.pdf

EFTA00608097Set 9

2013-09-1663p24,535w

such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation. Before taking any action which would

https://www.justice.gov/epstein/files/DataSet%209/EFTA00608097.pdf

EFTA01384984Set 10

2014-11-251p746w

partner. See "Our Operating Partnership and the Amended Partnership Agreement." Special Committee, Board and Stockholder Approval Some of our directors are, or arc affiliated with, equity owners ... based in part on such recommendation, approved the Internalization and recommended that our stockholders approve the Internalization. On December 15, 2014, we received the requisite consent from a majority ... disinterested stockholders approving the Internalization. We expect that the Internalization will be completed simultaneously with, and conditioned upon. the completion of this offering. Our Operating Entities Our Company

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01384984.pdf

EFTA01366363Set 10

prior to the consummation of our initial business combination, we shall either (I) seek stockholder approval of our initial business combination at a meeting called for such purpose at which ... least $5,000,001 upon such consummation and, solely if we seek stockholder approval, a majority of the outstanding shares of common stock voted are voted in favor ... approval of holders of 65% of our common stock. In the event we seek stockholder approval in connection with our initial business combination, our amended and restated certificate of incorporation

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01366363.pdf

EFTA01366325Set 10

2015-07-271p880w

have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval ... business or other legal reasons, it may be more difficult for us to attain stockholder approval of our initial business combination if the target business does not meet our general

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01366325.pdf

EFTA01143255Set 9

2012-09-1050p8,579w

apply to such transaction, then each Stockholder hereby agrees: (i) if such transaction requires stockholder approval, with respect to all Shares that such Stockholder owns or over which such Stockholder

https://www.justice.gov/epstein/files/DataSet%209/EFTA01143255.pdf

EFTA01366319Set 10

2015-07-271p955w

Offering to Those of Blank Check Companies Subject to Rule 419.- If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant ... such shares in excess of 10% of our common stock. If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with ... cast for the shares of common stock redeemed and, in the event we seek stockholder approval of our business combination. we make purchases of our httplAvww.sce.gov/Arehi yes/edger/data/ 843953/00012139001500542541201582_globalparinith0w[7/27/2015

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01366319.pdf

EFTA01377768Set 10

2015-11-061p632w

Class A common stock and preferred stock will be available for future issuances without stockholder approval, except as required by the listing standards of the New York Stock Exchange

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01377768.pdf

EFTA01384981Set 10

cancellation and re-grants or through cancellation in exchange for a cash payment without stockholder approval. No awards may be granted under the 2014 Equity Incentive Plan after the date ... that is 10 years from the date of stockholder approval of the 2014 Equity Incentive Plan, and no incentive stock options may be granted after the date that

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01384981.pdf

EFTA01092591Set 9

2014-01-2728p14,336w

such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation. Before taking any action which would ... such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Certificate. 4.7 Right to Convert to Preferred Stock

https://www.justice.gov/epstein/files/DataSet%209/EFTA01092591.pdf