Proposed Certificate of Incorporation definition

Proposed Certificate of Incorporation means the proposed Certificate of Incorporation of the Company to be in effect following the Business Combination, a form of which is attached to this proxy statement 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.

• The Proposed Certificate of Incorporation will not include these blank check company provisions because, upon consummation of the Business Combination, Novus will longstanding “business judgment rule” should apply to the balancing determinations required of public benefit corporation directors so long as directors remain informed and free of conflicts of interests.

• In the judgment of Novus’s board of directors, adoption of the Proposed Certificate of Incorporation is necessary to adequately address the needs of the Combined Company.

• The Proposed Certificate of Incorporation will be silent on the issue of the application of the doctrine of corporate opportunity.

• The Proposed Certificate of Incorporation will provide that the nature of the business or purposes to be conducted or promoted by the Combined Company is to engage in any lawful act or activity for which corporations, including Public Benefit Corporations, may be organized under the DGCL, including without limitation the Corporate Opportunity Amendment Amendment of Voting Threshold for Charter actions pursuant to Section 228 of the Delaware General Corporation Law.

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 new certificate of incorporation of New Bowlero in connection to the Organizational Documents Proposals.

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 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.

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.