Charter Proposals definition

Charter Proposals means the proposals to consider and vote upon each of the amendments to Novus’ amended and restated certificate of incorporation listed on the Proxy Card to amend certain provisions in connection with the Business Combination.

Charter Proposals has the meaning set forth in Section 7.6(d).

Charter Proposals means the separate proposals for amendments to the Existing Charter, which are reflected in the Proposed Charter, the full text of which is attached to this proxy statement/prospectus as Annex B.

Examples of Charter Proposals in a sentence

• The Charter Proposals, the Director Election Proposal and the Incentive Plan Proposal are conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal.

• See the section titled “The MergerAgreement — Termination.”• In addition to voting on the Business Combination Proposal, the stockholders of Tuscan will vote on the Charter Proposal, each of the Advisory Charter Proposals, the Nasdaq Proposal, the Director Election Proposal, the Incentive Plan Proposal and, if necessary, the Adjournment Proposal.

• In addition, (i) each of the Incentive Plan Proposal and the Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal and Proposal 2, and (ii) each of the Charter Proposals and the Director Election Proposal is conditioned on the approval of the Business Combination Proposal.

• The Charter Proposals and the Incentive Plan Proposal are conditioned on the approval of the Business Combination Proposal and the NYSE Proposal.

• Pursuant to the Sponsor Agreement, the holders of the outstanding Class B common stock and Class F Common Stock have agreed to vote all their respective shares in favor of the Business Combination Proposal.The approval of each of the Charter Proposals, the Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the total votes cast by the stockholders present and in person or represented by proxy at the special meeting and entitled to vote thereon.

More Definitions of Charter Proposals

Charter Proposals. To consider and vote upon amendments to Novus’s amended and restated certificate of incorporation. The proposed amendments detailed below will be voted on separately and 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 of the Business Combination (the “Closing”).

Charter Proposals. To consider and vote upon amendments to Novus’s amended and restated certificate of incorporation. The proposed amendments detailed below will be voted on separately and are collectively referred to as the “Charter Proposals”: • Name Change Charter Amendment — to change Novus’s name to “Energy Vault Holdings, Inc.”; • Common Stock Reclassification Amendment — to eliminate the Class B Common Stock classification and provide for a single class of common stock; • The Authorized Share Charter Amendment — To change the number of authorized shares of Novus’s capital stock, par value $0.0001 per share, from 525,000,000 shares, consisting of

Charter Proposals means the proposals to consider and vote upon each of the amendments to Adara’s amended and restated certificate of incorporation listed on the enclosed proxy card to amend certain provisions in connection with the Business Combination.

Charter Proposals means the proposals to approve Nesco’s Proposed Charter, in the form attached to this proxy statement as Annex B and detailed in Proposal No. 2 through Proposal No. 5 of this proxy statement, in connection with the Transaction.

Charter Proposals to consider and vote upon separate proposals for amendments to Xxxxxxxx Capital’s Amended and Restated Certificate of Incorporation (the “Existing Charter”), which are reflected in the proposed Second Amended and Restated Certificate of Incorporation of Xxxxxxxx Capital Acquisition Corp. IV (the “Proposed Charter”), the full text of which is attached to this proxy statement/prospectus as Annex B: • Proposal No. 2 — to increase the authorized shares of our common stock to 500,000,000 shares and authorized shares of preferred stock to 10,000,000 (“Proposal No. 2”); • Proposal No. 3 — to require an affirmative vote of 66 2/3% of the outstanding shares of Company common stock to alter, amend, or repeal the proposed bylaws of Xxxxxxxx Capital (“Proposal No. 3”); • Proposal No. 4 — to require an affirmative vote of 66 2/3% of the outstanding shares of Company common stock to alter, amend, or repeal Articles V, VI, VII and VIII of the Proposed Charter (“Proposal No. 4”); • Proposal No. 5 — to approve and adopt the Proposed Charter that includes the approval of Proposal 2; Proposal 3 and Proposal 4 and provides for certain additional changes, including changing Xxxxxxxx Capital’s name from “Xxxxxxxx Capital Acquisition Corp. IV” to “Canoo Inc.,” which our board of directors believes are necessary to adequately address the needs of Xxxxxxxx Capital immediately following the consummation of the Business Combination and approval of the Proposed Charter (“Proposal No. 5”); • Proposal No. 6 — The “Election of Directors Proposal” — to consider and vote upon a proposal to elect, effective at Closing, nine directors to serve staggered terms on our board of directors until the 2021, 2022 and 2023 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified;

Charter Proposals means the proposal to consider and vote upon the amendments to the Existing Certificate of Incorporation in connection with the Business Combination.

Charter Proposals means the proposals to approve and adopt the proposed amended and restated memorandum and articles of association, a copy of which is attached as Annex B to this proxy statement, to (i) change our name from “TKK Symphony Acquisition Corporation” to “Glory Star New Media Group Holdings Limited,” (ii) remove and change certain provisions related to our status as a blank check company and (iii) provide for certain additional non-substantive changes;