Amendments to the Charter. Any material term of this Charter, to be determined by the local district and the Department, may be amended in writing upon the approval of the Local Board, the State Board and a majority of the Governing Board of the Charter School. Any proposed amendment shall be made in accordance with State Board Rule 160-4-9-.06 et seq.
Amendments to the Charter. Any material term of this Charter, to be determined by the SCSC, may be amended in writing upon the approval of the SCSC and a majority of the Governing Board of the Charter School. Any proposed amendment shall be made in accordance with SCSC Rule.
Amendments to the Charter. Article 32 Amendments to this Charter may be introduced on the basis of a resolution of the Board of Governors in accordance with its competence as described in Article 21 of this Charter. Each member of the Bank, the Board of Directors and the Management Board may propose amendments to this Charter to be considered by the Board of Governors. Amendments to this Charter shall come into force after a written consent to such amendments has been received from all members of the Bank provided that each member of the Bank has complied with applicable national or internal procedures.
Amendments to the Charter. The terms of this Charter may be amended upon approval by the SCSC and a majority of the Governing Board of the Charter School. The Charter School shall submit a written request to amend the Charter to the SCSC in the form and manner required by the SCSC. Except as explicitly permitted in this Charter, no amendments are valid or effective unless in writing and signed by both parties.
Amendments to the Charter. Pursuant to the Business Combination Agreement, at the Effective Time of the Business Combination, the Existing Certificate of Incorporation of Novus will be amended and restated to: • change Novus’s name to “Energy Vault Holdings, Inc.”; • eliminate the Class B Common Stock classification and provide for a single class of common stock; • change the number of authorized shares to 505,000,000 shares, consisting of (i) 500,000,000 shares of common stock and (ii) 5,000,000 shares of preferred stock; • provide that any director or the entire board of directors of Novus may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 66 2/3% of the voting power of the then-oustanding shares of Novus's capital stock entitled to vote thereon, voting together as a single class; • eliminate the current limitations in place on the corporate opportunity doctrine; • increase the required vote thresholds for approving amendments to the bylaws and to certain specified provisions of the certificate of incorporation to 662⁄3%; and • make certain other changes to the amended and restated certificate of incorporation, including eliminating certain provisions related to special purpose acquisition corporations that will no longer be relevant following the Closing. For more information about these amendments to the Certificate of Incorporation, see the section titled “Proposal No. 2 — The Charter Proposals.” Other Agreements Related to the Business Combination Agreement
Amendments to the Charter. Any material term of this Charter, to be determined by the CSA, may be amended in writing upon the approval of the CSA following written notice to the Charter School. Any clarification to a non-material term of this Charter, as determined by the CSA, shall be submitted in writing to the CSA for review. Any non-material term of this Charter may be clarified upon in writing by CSA staff. Indemnification. The Charter School agrees to indemnify, defend and hold harmless the CSA, and the State Board from any and all claims of every kind and description, including any attorneys’ fees and/or litigation and investigative expenses to the extent that any such claim or suit was caused by, arose out of, or contributed to, in whole or in part, by reason of any act, omission, professional error, fault, mistake, or negligence whether active, passive or imputed, of the Charter School, their employees, agents, representatives, or subcontractors, their employees, agents, or representatives in connection with or incidental to their performance of this Charter regardless of whether such liability, claim, damage, loss, cost or expense is caused in part by an Indemnitee. Governing Law and Venue. This Charter shall be governed by, subject to, and construed under the laws of the State of FAIL’s incorporation. Any action brought by one party to this Charter against another party shall be brought in the County of residence for the Charter School.
Amendments to the Charter. ARTICLE 8.2 The Charter may be amended by a resolution to that effect adopted by no less than a two-thirds majority of the votes cast by the ordinary members at a general meeting of members. Blank votes will be deemed not to have been cast. The convening notice for the relevant meeting must include the proposal to amend the Charter and its contents. If required, the Committee may notify the members of the full text of the proposal to amend the Charter in another appropriate manner. Dissolution of VNC ARTICLE 8.3
Amendments to the Charter. The Parties hereby agree that:
Amendments to the Charter. Pursuant to the Business Combination Agreement, at the Effective Time of the Business Combination, the Existing Certificate of Incorporation of Novus will be amended and restated to: • change Novus’s name to “AppHarvest, Inc.”; • authorize the issuance of up to 750,000,000 shares of Novus Common Stock; • authorize the issuance of up to 10,000,000 shares of “blank check” preferred stock, the rights, preferences and privileges of which may be designated from time to time by the Combined Company’s board of directors; • designate the Combined Company as a public benefit corporation; • require that stockholders only act at annual and special meeting of the corporation and not by written consent; • eliminate the current limitations in place on the corporate opportunity doctrine; • increase the required vote thresholds for approving amendments to the charter and bylaws to 662∕3 %; and • make certain other changes to the amended and restated certificate of incorporation, including without limitation the elimination of certain provisions related to Novus’s initial business combination that will no longer be relevant following the Closing. For more information about these amendments to the Certificate of Incorporation, see the section titled “Proposal No. 2 — The Charter Proposals.” Other Agreements Related to the Business Combination Agreement Sponsor Restricted Stock Agreement In connection with the Closing, the Novus Initial Stockholders, Novus and AppHarvest will enter into a Sponsor Restricted Stock Agreement (the “Sponsor Restricted Stock Agreement”), which will supersede and terminate that certain Stock Escrow Agreement, dated May 19, 2020, executed in connection with Novus’s initial public offering (the “Stock Escrow Agreement”). Pursuant to the Sponsor Restricted Stock Agreement, the 2,500,000 shares of Novus Common Stock held by the Novus Initial Stockholders will be released from escrow, provided that a certain number of such shares of Novus Common Stock will be subject to restrictions in accordance with the formula set forth below (the “Restricted Shares”). Restrictions will apply to a number of shares of Novus Common Stock equal to 1,250,000 shares of the Novus Common Stock held by the Novus Initial Stockholders, multiplied by (x) a number, not less than 0, equal to (i) the number of shares of Novus Common Stock validly redeemed by holders thereof pursuant to redemption rights provided in the Existing Certificate of Incorporation minus (ii) 1,025,000, d...
Amendments to the Charter. (a) Amendments to the Charter shall be made in accordance with the procedures set out in Article 15 of the Charter and shall be notified by the Depositary (as defined in Article 12 below) to all Parties.
