Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - NRX Pharmaceuticals, Inc. | brpa_8k.htm |
EXHIBIT
3.1
FIFTH
AMENDMENT
TO
THE
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
BIG
ROCK PARTNERS ACQUISITION CORP.
Pursuant
to Section 242 of the
Delaware
General Corporation Law
The
undersigned, being a duly authorized officer of BIG ROCK PARTNERS
ACQUISITION CORP. (the “Corporation”), a corporation
existing under the laws of the State of Delaware, does hereby
certify as follows:
1. The
name of the Corporation is Big Rock Partners Acquisition
Corp.
2. The
Corporation’s Certificate of Incorporation was filed in the
office of the Secretary of State of the State of Delaware on
September 18, 2017. An Amended and Restated Certificate of
Incorporation was filed in the office of the Secretary of State of
the State of Delaware on November 20 ,2017. A first amendment to
the Amended and Restated Certificate of Incorporation was filed in
the office of the Secretary of State of the State of Delaware on
May 21, 2019, a second amendment was filed in the office of the
Secretary of State of the State of Delaware on August 21, 2019, a
third amendment to the Amended and Restated Certificate of
Incorporation was filed in the office of the Secretary of State of
the State of Delaware on November 21, 2019 and a fourth amendment
to the Amended and Restated Certificate of Incorporation was filed
in the office of the Secretary of State of the State of Delaware on
March 23, 2020.
3. This
Fifth Amendment to the Amended and Restated Certificate of
Incorporation further amends the Amended and Restated Certificate
of Incorporation of the Corporation.
4. This
Fifth Amendment to the Amended and Restated Certificate of
Incorporation was duly adopted by the affirmative vote of the
holders of a majority of the stock entitled to vote at a meeting of
stockholders in accordance with ARTICLE SIXTH of the Amended and
Restated Certificate of Incorporation and the provisions of
Sections 242 the General Corporation Law of the State of Delaware
(the “GCL”).
5. The
text of Section 9.6 of the Amended and Restated Certificate of
Incorporation is hereby amended and restated to read in full as
follows:
Section
9.6. Termination. In the event that the Corporation has not
consummated a Business Combination by December 23, 2020 (the
“Termination Date”), the Corporation shall (i) cease
all operations except for the purposes of winding up, (ii) as
promptly as reasonably possible but not more than ten (10) business
days thereafter, redeem 100% of the Offering Shares for cash for a
redemption price per share equal to the amount then held in the
Trust Account, including the interest earned thereon, less any
franchise or income taxes payable, divided by the total number of
Offering Shares then outstanding (which redemption will completely
extinguish such holders’ rights as stockholders, including
the right to receive further liquidation distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to approval of the
Corporation’s then stockholders and subject to the
requirements of the DGCL, including the adoption of a resolution by
the Board pursuant to Section 275(a) of the DGCL finding the
dissolution of the Corporation advisable and the provision of such
notices as are required by said Section 275(a) of the DGCL,
dissolve and liquidate the balance of the Corporation’s net
assets to its remaining stockholders, as part of the
Corporation’s plan of dissolution and liquidation, subject
(in the case of clauses (ii) and (iii) above) to the
Corporation’s obligations under the DGCL to provide for
claims of creditors and other requirements of applicable
law.
IN
WITNESS WHEREOF, I have signed this Amendment to the Amended and
Restated Certificate of Incorporation this 23rd day of July,
2020.
/s/ Richard Ackerman
Name:
Richard Ackerman
Title:
Chief Executive Officer