Proxies / Technology & Telecommunication Acquisition Corp | Tables in SEC filings

TETEF Technology & Telecommunication Acquisition Corp

Definitive proxy

7	Transfer of Shares	22

Form of transfer		22
Power to refuse registration		23
Power to suspend registration		23
Company may retain instrument of transfer		23

8	Transmission of Shares	23

Persons entitled on death of a Member		23
Registration of transfer of a Share following death or bankruptcy		23
Indemnity		24
Rights of person entitled to a Share following death or bankruptcy		24

9	Alteration of capital	24

Increasing, consolidating, converting, dividing and cancelling share capital		24
Dealing with fractions resulting from consolidation of Shares		25
Reducing share capital		25

10	Redemption and purchase of own Shares	25

Power to issue redeemable Shares and to purchase own Shares		26
Power to pay for redemption or purchase in cash or in specie		26
Effect of redemption or purchase of a Share		26

11	Meetings of Members	27

Power to call meetings		27
Content of notice		28
Period of notice		28
Persons entitled to receive notice		29
Publication of notice on a website		29
Time a website notice is deemed to be given		29
Required duration of publication on a website		30
Accidental omission to give notice or non-receipt of notice		30

12	Proceedings at meetings of Members	30

Quorum		30
Lack of quorum		30
Use of technology		31
Chairman		31
Right of a director to attend and speak		31
Adjournment		31
Method of voting		31
Taking of a poll		31
Chairman’s casting vote		32
Amendments to resolutions		32
Written resolutions		32
Sole-member company		33

13	Voting rights of Members	33

Right to vote		33
Rights of joint holders		34

Representation of corporate Members		34
Member with mental disorder		34
Objections to admissibility of votes		35
Form of proxy		35
How and when proxy is to be delivered		35

14	Number of directors	36

15	Appointment, disqualification and removal of directors	37

No age limit		37
Corporate directors		37
No shareholding qualification		37
Appointment and removal of directors		37
Resignation of directors		39
Termination of the office of director		39

16	Alternate directors	40

Appointment and removal		40
Notices		41
Rights of alternate director		41
Appointment ceases when the appointer ceases to be a director		41
Status of alternate director		41
Status of the director making the appointment		42

17	Powers of directors	42

Powers of directors		42
Appointments to office		42
Remuneration		43
Disclosure of information		43

18	Delegation of powers	44

Power to delegate any of the directors’ powers to a committee		44
Power to appoint an agent of the Company		44
Power to appoint an attorney or authorised signatory of the Company		44
Power to appoint a proxy		45

19	Meetings of directors	45

Regulation of directors’ meetings		45
Calling meetings		45
Notice of meetings		45
Period of notice		45
Use of technology		45
Place of meetings		46
Quorum		46
Voting		46
Validity		46
Recording of dissent		46
Written resolutions		46
Sole director’s minute		47

30	Notices	58

Form of notices		58
Electronic communications		58
Persons authorised to give notices		58
Delivery of written notices		58
Joint holders		58
Signatures		59
Evidence of transmission		54
Giving notice to a deceased or bankrupt Member		59
Date of giving notices		59
Saving provision		60

31	Authentication of Electronic Records	60

Application of Articles		60
Authentication of documents sent by Members by Electronic means		60
Authentication of document sent by the Secretary or Officers of the Company by Electronic means		61
Manner of signing		61
Saving provision		61

32	Transfer by way of continuation	61

33	Winding up	62

Distribution of assets in specie		62
No obligation to accept liability		62
The directors are authorised to present a winding up petition		62

34	Amendment of Memorandum and Articles	62

Power to change name or amend Memorandum		62
Power to amend these Articles		63

35	Mergers and Consolidations	63

36	Class B Share Conversion	63

37	Business Combination	64

38	Certain Tax Filings	67

39	Business Opportunities	67

Name and Address of Beneficial Owner(1)	Number of Shares Beneficially Owned			Percentage of Outstanding Shares
Technology & Telecommunication LLC (Our Sponsor)		3,407,500	(2)		53.37	%
Tek Che Ng (1)(2)		3,407,500	(3)		53.37	%
Chow Wing Loke		-			-
Raghuvir Ramanadhan		-			-
Kiat Wai Du		-			-
Virginia Chan		-			-
All officers and directors as a group					-
(5 individuals)		3,407,500			53.37	%

Greater than 5% Holders
Saba Capital Management, L.P.		650,000	(3)		10.18	%
Glazer Capital, LLC		1,046,430	(4)		16.39	%
First Trust Merger Arbitrage Fund		883,504	(5)		13.83	%
Shaolin Capital Management LLC		450,000	(6)		7.04	%

1	Definitions, interpretation and exclusion of Table A	6

Definitions		6
Interpretation		11
Exclusion of Table A Articles		11

2	Shares	12

Power to issue Shares and options, with or without special rights		12
Power to issue fractions of a Share		13
Power to pay commissions and brokerage fees		13
Trusts not recognised		14
Power to vary class rights		14
Effect of new Share issue on existing class rights		15
Capital contributions without issue of further Shares		15
No bearer Shares or warrants		15
Treasury Shares		15
Rights attaching to Treasury Shares and related matters		15

3	Register of Members	16

4	Share certificates	16

Issue of share certificates		16
Renewal of lost or damaged share certificates		17

5	Lien on Shares	18

Nature and scope of lien		18
Company may sell Shares to satisfy lien		18
Authority to execute instrument of transfer		18
Consequences of sale of Shares to satisfy lien		19
Application of proceeds of sale		19

6	Calls on Shares and forfeiture	19

Power to make calls and effect of calls		19
Time when call made		20
Liability of joint holders		20
Interest on unpaid calls		20
Deemed calls		20
Power to accept early payment		20
Power to make different arrangements at time of issue of Shares		20
Notice of default		21
Forfeiture or surrender of Shares		21
Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender		21
Effect of forfeiture or surrender on former Member		21
Evidence of forfeiture or surrender		22
Sale of forfeited or surrendered Shares		22

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