Proposed Certificate of Incorporation definition

Proposed Certificate of Incorporation means the proposed certificate of incorporation of the Company to be in effect following the Domestication and the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex B.

Proposed Certificate of Incorporation means the proposed certificate of incorporation of the PubCo that will be effective upon the Closing and is attached to this proxy statement/prospectus as Annex B.

Proposed Certificate of Incorporation means the proposed certificate of incorporation of Nerdy Inc. to be effective upon the Domestication attached to this proxy statement/prospectus as Annex C;

Examples of Proposed Certificate of Incorporation in a sentence

• Following the consummation of the Business Combination, the Proposed Certificate of Incorporation (as defined in the section titled “Proposal No. 2 — The Charter Proposals”) will be filed with the Office of the Secretary of State of the State of Delaware.

• Proposal No. 4D: Action by Written Consent Stockholders To approve and adopt provisions in the Proposed Certificate of Incorporation to provide that any action required or permitted to be taken by the New OmniAb Stockholders may be effected at a duly called annual or special meeting of such stockholders, and may not be taken by written consent.

• Proposal No. 4E: Removal of Directors To approve and adopt provisions in the Proposed Certificate of Incorporation to require the affirmative vote of the holders of at least 66 2/3% of the voting power of the outstanding shares of New OmniAb entitled to vote to remove a director for cause.

• See Article VIII subsection A of the Proposed Certificate ofIncorporation.Corporate Name(Governing Documents Proposal D)The Existing Governing Documents provide the name of the company is “Genesis Park Acquisition Corp.”See paragraph 1 of the Amended and Restated Memorandum and Articles of Association.The Proposed Governing Documents will provide that the name of the corporation will be “Redwire Corporation.”See Article I of the Proposed Certificate of Incorporation.

• Proposal No. 4C: Establish a Classified Board of Directors To approve and adopt provisions in the Proposed Certificate of Incorporation to would divide the New OmniAb Board of directors into three classes, with only one class of directors being elected in each year and each class serving a three-year term.

More Definitions of Proposed Certificate of Incorporation

Proposed Certificate of Incorporation means the amended and restated certificate of incorporation of Novus, giving effect to the Charter Proposals.

Proposed Certificate of Incorporation means the proposed certificate of incorporation of New Amprius, which will be adopted and effective in connection with the Domestication, the form of which is attached to this proxy statement/prospectus as Annex B.

Proposed Certificate of Incorporation means the proposed certificate of incorporation of the PubCo that will be effective upon the Closing. “PubCo” means Inspirato Incorporated, a Delaware corporation, upon and after the consummation of the Business Combination, and excluding any

Proposed Certificate of Incorporation means the proposed new certificate of incorporation of New Bowlero in connection to the Organizational Documents Proposals.

Proposed Certificate of Incorporation means the amended and restated certificate of incorporation of Novus, giving effect to the Charter Proposals. “Proposed Transactions” means the Business Combination and the transactions related thereto.

Proposed Certificate of Incorporation or “proposed certificate” means the proposed second amended and restated certificate of incorporation of the Company, a form of which is attached hereto as Annex B, which will become the post-combination company’s certificate of incorporation upon the approval of the Charter Amendment Proposals, assuming the consummation of the Business Combination.

Proposed Certificate of Incorporation means the amended and restated certificate of incorporation of Apex, giving effect to the Charter Proposals.