The Charter Proposals. To consider and vote upon:
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 “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; and • 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
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)
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 If the Business Combination is consummated, Novus will replace the Existing Certificate of Incorporation with the Proposed Certificate of Incorporation in the form attached to this proxy statement/ prospectus as Annex B. 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 Charter Proposals are comprised of the following amendments to the Existing Certificate of Incorporation: 2a. Name Change Charter Amendment — to change Novus’s name to “AppHarvest, Inc.;” and 2b. 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
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 a. separate proposals to approve the following amendments to STPC’s Existing Charter, as set forth in the proposed second amended and restated certificate of incorporation of STPC (the “Proposed Charter”), a copy of which is attached to this proxy statement/prospectus as Annex B, that will be in effect upon the closing of the merger:
The Charter Proposals. The affirmative vote of the holders of a majority of the then-outstanding shares of STPC common stock, voting together as a single class, and the affirmative vote of the holders of a majority of the then-outstanding shares of Class B Common Stock, voting separately as a single class, is required to approve the Charter Proposals. Accordingly, a stockholder’s failure to vote, as well as an abstention from voting and a broker non-vote, will have the same effect as a vote “AGAINST” each of the Charter Proposals.
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. Notwithstanding the approval of the Charter Proposals, if the Business Combination is not consummated for any reason, the actions contemplated by the Charter Proposals will not be effected. 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.
