The Charter Proposals. To consider and vote upon:
a. separate proposals to approve the following material differences between the proposed amended and restated certificate of incorporation of FinServ (the “Proposed Charter”) that will be in effect upon the closing of the merger, a copy of which is attached to this proxy statement/prospectus as Annex B, and XxxXxxx’s current amended and restated certificate of incorporation (the “Existing Charter”):
i. to increase the number of authorized shares of New Katapult common stock from 110,000,000 to 250,000,000 and the number of authorized shares of New Katapult preferred stock from 1,000,000 to 25,000,000 (Proposal No. 2);
ii. to eliminate the Class B common stock classification and provide for a single class of common stock (Proposal No. 3);
iii. to provide that the number of authorized shares of any class or classes of stock may be increased or decreased by the affirmative vote of the holders of a majority of the voting power of the stock of FinServ entitled to vote in the election of directors, voting together as a single class (Proposal No. 4);
iv. to provide that amendments to FinServ’s waiver of corporate opportunities will be prospective only (Proposal No. 5);
v. to require the vote of 66.7% of the voting power of the stock of FinServ entitled to vote in the election of directors, voting together as a single class, to amend the provisions of the Proposed Charter relating to the powers, number, election, term, vacancies and removal of directors of FinServ, the provisions regarding meetings of stockholders and the amendment provision of the Proposed Charter (Proposal No. 6);
vi. to provide that the Court of Chancery in the State of Delaware will be the sole and exclusive forum for any action asserting an “internal corporate claim” under the Delaware General Corporation Law (Proposal No. 7)
vii. to provide that unless XxxXxxx consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended or any other claim for which the federal courts have exclusive jurisdiction (Proposal No. 8); and
b. conditioned upon the approval of Proposals No. 2 through No. 8 above, a proposal to approve the Proposed Charter, which includes the approval of all other changes in the Proposed Charter in ...
The Charter Proposals. The affirmative vote of the holders of a majority of the outstanding shares of common stock, voting together as a single class, and the affirmative vote of the holders of a majority of the Class B Common Stock then outstanding, voting separately as a single class. Notwithstanding the approval of the Charter Proposals, if the merger is not consummated for any reason, the actions contemplated by the Charter Proposals will not be effected. The Director Election Proposal: Approval of the election of each of the seven (7) directors nominated in the Director Election Proposal requires a plurality of the votes cast by holders of common stock at a meeting at which a quorum is present. Notwithstanding the approval of the Director Election Proposal, if the merger is not consummated for any reason, the actions contemplated by the Director Election Proposal will not be effected. The Nasdaq Proposal: The affirmative vote of a majority of the votes cast by holders of common stock, voting together as a single class at a meeting at which a quorum is present, is required to approve the Nasdaq Proposal. The merger is conditioned upon the approval of the Nasdaq Proposal, subject to the terms of the merger agreement. Notwithstanding the approval of the Nasdaq Proposal, if the merger is not consummated for any reason, the actions contemplated by the Nasdaq Proposal will not be effected.
The Charter Proposals. To consider and vote upon amendments to Novus’s amended and restated certificate of incorporation (the “Existing Certificate of Incorporation”). The proposed amendments detailed below are collectively referred to as the “Charter Proposals.”: • Name Change Charter Amendment — to change Novus’s name to “AppHarvest, Inc.;” and • Public Benefit Charter Amendment — to designate Novus as a public benefit corporation and identify its public benefit as (i) empowering individuals in Appalachia, (ii) driving positive environmental change in the agriculture industry and (iii) improving the lives of the company’s employees and the community at large; and • Authorized Share Charter Amendment — to increase the number of authorized shares of Novus’s common stock and “blank check” preferred stock; and • Board Composition Charter Amendment — to change the classified board of directors to a single class board; and • Actions by Stockholders Charter Amendment — to require that stockholders only act at annual and special meeting of the corporation and not by written consent; and • Corporate Opportunity Charter Amendment — to eliminate the current limitations in place on the corporate opportunity doctrine; and • Voting Thresholds Charter Amendment — to increase the required vote thresholds for approving amendments to the certificate of incorporation and bylaws to 662∕3%; and • Additional Charter Amendment — to approve all other changes including eliminating certain provisions related to special purpose acquisition corporations that will no longer be relevant following the Closing.
The Charter Proposals. Existing Certificate of Incorporation Proposed Certificate of Incorporation Overview
The Charter Proposals. The affirmative vote of the holders of a majority of the outstanding shares of STPK common stock, voting together as a single class, and the affirmative vote of the holders of a majority of the Class B Common Stock then outstanding, voting separately as a single class. The merger is conditioned upon the approval of the Charter Proposals, subject to the terms of the merger agreement. Notwithstanding the approval of the Charter Proposals, if the merger is not consummated for any reason, the actions contemplated by the Charter Proposals will not be effected. The NYSE Proposal: The affirmative vote of a majority of the votes cast by holders of common stock, voting together as a single class at a meeting at which a quorum is present, is required to approve the NYSE Proposal. The merger is conditioned upon the approval of the NYSE Proposal, subject to the terms of the merger agreement. Notwithstanding the approval of the NYSE Proposal, if the merger is not consummated for any reason, the actions contemplated by the NYSE Proposal will not be effected.
The Charter Proposals. To consider and vote upon:
a. separate proposals to approve the following material differences between the proposed amended and restated certificate of incorporation of Software Acquisition Group (the “Proposed Charter”) that will be in effect upon the closing of the merger and Software Acquisition Group’s current certificate of incorporation, a copy of which is attached to this proxy statement as Annex B:
i. to increase the number of authorized shares of Software Acquisition Group common stock from 100,000,000 to 125,000,000 and authorize 1,000,000 shares of Software Acquisition Group preferred stock (Proposal No. 2);
ii. to eliminate the Class B Common Stock classification and provide for a single class of common stock (Proposal No. 3);
iii. to provide that the number of authorized shares of any class or classes of stock may be increased or decreased by the affirmative vote of the holders of a majority of the voting power of the stock of Software Acquisition Group entitled to vote in the election of directors, voting together as a single class (Proposal No. 4);
iv. to provide that the number of directors of Software Acquisition Group shall be fixed from time to time in accordance with the Bylaws of Software Acquisition Group (Proposal No. 5);
v. to provide that amendments to Software Acquisition Group’s waiver of corporate opportunities will be prospective only (Proposal No. 6);
vi. to require the vote of 66.7% of the voting power of the stock of Software Acquisition Group entitled to vote in the election of directors, voting together as a single class, to amend the provisions of the Proposed Charter relating to the powers, number, election, term, vacancies and removal of directors of Software Acquisition Group (Proposal No. 7);
vii. to remove explicit exemptions to the deemed acceptance of service of process on counsel bringing claims outside Delaware for stockholder suits as to which (a) the Delaware Chancery Court determines there is an indispensable party not subject to the jurisdiction of the Delaware Chancery Court, (b) is vested in the exclusive jurisdiction of a court or forum other than the Delaware Chancery Court or (c) for which the Delaware Chancery Court does not have subject matter jurisdiction (Proposal No. 8);
viii. to provide that the Delaware Chancery Court will be the exclusive jurisdiction for any stockholder to bring any action asserting an “internal corporate claim” as defined in Section 115 of the Delaware General Corporation Law (...
The Charter Proposals. To consider and vote upon amendments to Panacea’s current amended and restated certificate of incorporation (the “existing charter”) to be filed as a new amended and restated certificate of incorporation (the “proposed charter”). The proposed amendments detailed below will be voted on separately and are collectively referred to as the “Charter Proposals.” (Proposal No. 2)
(a) Name Change Charter Amendment — change the corporate name from “Panacea Acquisition Corp.” to “Nuvation Bio Inc.”;
(b) Purpose Charter Amendment — eliminate certain provisions related to the purpose of special purpose acquisition corporations that will no longer be relevant following the closing of the merger;
The Charter Proposals. To consider and vote upon:
a. separate proposals to approve the following material differences between the proposed second amended and restated certificate of incorporation of FVAC (the “proposed charter”) that will be in effect upon the closing of the Business Combination and FVAC’s current certificate of incorporation (the “current charter”), a copy of which is attached to this proxy statement/consent solicitation/ prospectus as Annex B:
i. To consider and vote upon an amendment to FVAC’s current charter to approve the increase of the total number of authorized shares of all classes of capital stock from 221,000,000 shares to 500,000,000, consisting of (a) 450,000,000 shares of MPMC Class A common stock and (b) 50,000,000 shares of preferred stock (Proposal No. 2);
ii. To consider and vote upon an amendment to FVAC’s current charter that the MPMC board of directors be divided into three classes, with only one class of directors being elected each year and members of each class (except for those directors appointed to Class I and Class II in connection with the Business Combination) serving a three-year term, and to make certain related changes (Proposal No. 3);
iii. To consider and vote upon an amendment to FVAC’s current charter that MPMC will not be governed by Section 203 of the Delaware General Corporation Law (“DGCL”) and, instead, will be governed under a provision that is substantially similar to Section 203 of the DGCL, but excludes the Sponsor, JHL Capital Group LLC and any Exempt Transferee (as defined in the proposed charter) and their respective affiliates or successors or any “group”, or any member of any such group, to which such persons are a party from the definition of “interested stockholder,” and to make certain related changes (Proposal No. 4);
iv. To consider and vote upon an amendment to FVAC’s current charter to include an exclusive forum provision adopting the Court of Chancery of the State of Delaware as the exclusive forum for certain stockholder litigation, other than with respect to any complaint asserting a cause of action arising under then United States federal securities laws, including the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for which the federal courts of the United States of America will be the exclusive jurisdiction under the amended and restated certificate of incorporation to the fullest extent permitted by law (Proposal N...
The Charter Proposals. The affirmative vote of the holders of a majority of the outstanding shares of FVAC Common Stock, voting together as a single class, is required to approve each Charter Proposal. The NYSE Issuance Proposal: The affirmative vote of holders of a majority of the votes cast by holders of the outstanding shares of FVAC Common Stock present virtually at the FVAC Special Meeting webcast or represented by proxy, voting together as a single class, is required to approve the NYSE Issuance Proposal. If FVAC stockholders fail to approve the NYSE Issuance Proposal, the Business Combination will not occur.
The Charter Proposals. To consider and vote upon the following six (6) proposals to approve, assuming the Business Combination Proposal and the NYSE Issuance Proposal are approved and adopted:
