2. The Domestication Proposal — To approve by special resolution under Cayman Islands law, assuming the Business Combination Proposal is approved and adopted, the change of Altimar’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and such proposal, the “Domestication Proposal”).
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For
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Against
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Abstain
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29,951,936
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1,436,143
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98,959
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3. The Organizational Documents Proposal — To approve by special resolution under Cayman Islands law, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the amendment and restatement of the Memorandum and Articles of Association by their deletion and replacement in their entirety with the proposed new certificate of incorporation (the “Proposed Charter”) and bylaws (the “Proposed Bylaws,” and, together with the Proposed Charter, the “Proposed Organizational Documents”) of Fathom, the post-Domestication company, which, if approved, would take effect at the time of the Domestication (such proposal, the “Organizational Documents Proposal”).
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For
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Against
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Abstain
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29,950,607
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1,438,243
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98,188
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4. The Advisory Charter Proposals — To approve, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which were presented separately in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as eight sub-proposals.
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FOR
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AGAINST
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ABSTAIN
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Proposal 4A — Authorized Shares
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27,708,313
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3,675,798
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102,927
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Proposal 4B — Amendments to the Proposed Charter
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29,293,269
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2,090,093
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103,676
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Proposal 4C — Director Election, Vacancies and Removal
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27,357,360
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4,024,764
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104,914
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Proposal 4D — DGCL Section 203 and Business Combinations
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29,289,741
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2,089,907
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107,390
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Proposal 4E — Forum Selection
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27,709,143
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3,672,264
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105,631
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Proposal 4F — Voting Rights
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29,388,346
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1,998,034
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100,658
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Proposal 4G — Dividends and Distributions
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29,644,590
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1,738,377
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104,071
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Proposal 4H — Removal of Blank Check Company Provisions
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29,646,751
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1,736,935
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103,352
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5. The Stock Issuance Proposal — To approve by ordinary resolution under Cayman Islands law, assuming the Business Combination Proposal, the Domestication Proposal and the Organizational Documents Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the New York Stock Exchange (the “NYSE”), the issuance of shares of Class A common stock to the PIPE Investors pursuant to Subscription Agreements (each such term as defined in the Proxy Statement, and such proposal, the “Stock Issuance Proposal”).
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For
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Against
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Abstain
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29,947,798
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1,438,343
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100,897
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6. The Business Combination Issuance Proposal — To approve by ordinary resolution under Cayman Islands law, assuming the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal and the Stock Issuance Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the NYSE (including any rules applicable to a “change of control”), the issuance of shares of Class A common stock, Class B common stock and Class C common stock (i) pursuant to the terms of the Business Combination Agreement, (ii) upon the exchange of New Fathom Units pursuant to the Fathom Operating Agreement and (iii) upon the conversion, in accordance with our Proposed Charter, of any such common stock issued pursuant to (i) or (ii) (such proposal, the “Business Combination Issuance Proposal”).
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For
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Against
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Abstain
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29,947,901
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1,437,343
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101,794
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