| 2021-05-27 |
股东大会：
将于2021-06-23召开股东大会
会议内容 ▼▲
- 1.Domestication Proposal-To consider and vote upon a proposal by special resolution to change the corporate structure and domicile of Artius by way of continuation from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware (the “Domestication”). The Domestication will be effected prior to the closing of the Business Combination (the “Closing”) by Artius (i) filing a Certificate of Domestication and the Interim Certificate of Incorporation (as defined below) with the Delaware Secretary of State, in each case, in accordance with the provisions thereof and the General Corporation Law of the State of Delaware (the “DGCL”), (ii) completing, making and procuring all filings required to be made with the Registrar of Companies of the Cayman Islands under the Cayman Islands Companies Act (As Revised), (iii) obtaining a certificate of de-registration from the Registrar of Companies of the Cayman Islands, and (iv) completing and making all filings required to be made with the Securities and Exchange Commission (the “SEC”) and the Nasdaq to list the Combined Company Common Stock on the Nasdaq. Upon the effectiveness of the Domestication, Artius will become a Delaware corporation and will change its corporate name to “Origin Materials, Inc.” and all outstanding securities of Artius will convert to outstanding securities of the continuing Delaware corporation, as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the “Domestication Proposal”. The forms of the proposed Delaware Interim Certificate of Incorporation and the proposed Bylaws of Artius to become effective upon the Domestication, are attached to the accompanying proxy statement/prospectus as Annex C and Annex D, respectively;
2.Transaction Proposal-To consider and vote upon a proposal to approve the Agreement and Plan of Merger and Reorganization, dated as of February 16, 2021 (as amended by the letter agreement dated March 5, 2021, and as further amended or modified from time to time, the “Merger Agreement”), by and among Artius, Zero Carbon Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Artius (“Merger Sub”), and Micromidas, Inc., a Delaware corporation doing business as Origin Materials (“Origin”), a copy of which is attached to this proxy statement/prospectus as Annex A, and approve the transactions contemplated thereby, including, among other things, the merger of Merger Sub with and into Origin, with Origin continuing as the Surviving Corporation (together with the Merger and the other transactions contemplated by the Merger Agreement, the “Business Combination”);
3.Issuance Proposal-To consider and vote upon a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of Artius’s issued and outstanding shares of Common Stock in connection with the Business Combination;
4.Interim Charter Proposal-To consider and vote upon a proposal to approve and adopt the proposed Interim Certificate of Incorporation to be in effect as of the Domestication and prior to the Effective Time, and the Bylaws of Artius to be in effect as of the Domestication, in the form attached hereto as Annex C and Annex D, respectively;
5.Charter Proposal-To consider and act upon a proposal to approve and adopt the proposed Certificate of Incorporation, to be in effect at the Effective Time, in the form attached hereto as Annex E;
6.Organizational Documents Proposals-To consider and act upon, on a non-binding advisory basis, eight separate proposals with respect to certain material differences between the Existing Organizational Documents and the proposed Interim Certificate of Incorporation, Certificate of Incorporation and Bylaws;
7.Equity Incentive Plan Proposal-To consider and vote upon a proposal to approve the 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”) including the authorization of the initial share reserve under the 2021 Equity Incentive Plan, in the form attached hereto as Annex H;
8.ESPP Proposal-To consider and vote upon a proposal to approve the employee stock purchase plan (the “ESPP”) that provides for the ability to grant stock purchase rights with respect to Combined Company Common Stock to employees of the Combined Company and its subsidiaries, in the form attached hereto as Annex I;
9.Director Election Proposal-To consider and vote upon a proposal to elect nine directors to serve staggered terms on the board of directors of the Combined Company until the first, second and third annual meeting of stockholders following the date of the filing of the Certificate of Incorporation, as applicable, and until their respective successors are duly elected and qualified;
10.Adjournment Proposal-To consider and vote upon a proposal to allow the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Domestication Proposal, the Transaction Proposal, the Issuance Proposal the Interim Charter Proposal, the Charter Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal or the Director Election Proposal but no other proposal if the Required Proposals (as defined below) are approved.
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