EX-3.1(A) 2 nt10021002x2_ex3-1a.htm EXHIBIT 3.1(A)

 

 

Exhibit 3.1(a)

 

  Delaware Page 1
  The First State  

  

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “RIVERVIEW ACQUISITION CORP.”, FILED IN THIS OFFICE ON THE FOURTH DAY OF FEBRUARY, A.D. 2021, AT 4:44 O’CLOCK P.M.

 

   
  /s/ Jeffrey W. Bullock
  Jeffrey W. Bullock, Secretary of State
   
4993446  8100 Authentication: 202447433
SR# 20210339655 Date: 02-04-21
 
You may verify this certificate online at corp.delaware.gov/authver.shtml  

 

 

 

CERTIFICATE OF INCORPORATION OF
RIVERVIEW ACQUISITION CORP.

 

I, the undersigned, for the purpose of creating and organizing a corporation under the provisions of and subject to the requirements of the General Corporation Law of the State of Delaware (the “DGCL”), certify as follows:

 

1. The name of the corporation is Riverview Acquisition Corp. (the “Corporation”).

 

2.  The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801 in New Castle County. The name of the registered agent of the Corporation at such address is National Registered Agents, Inc.

 

3.  The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

 

4. The total number of shares of stock which the Corporation is authorized to issue is two hundred fifty (250). All shares shall be Common Stock par value $0.001 per share and are to be of one class.

 

5. The name and mailing address of the incorporator of the Corporation are:

 

Name Mailing Address
   
Mary Ann Jackson 165 Madison Avenue, Suite 2000
   
  Memphis, TN 38103

 

6. Unless and except to the extent that the by-laws of the Corporation (the “By-Laws”) shall so require. the election of directors of the Corporation need not be by written ballot.

 

7.    To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or to its stockholders for monetary damages for any breach of fiduciary duty as a director, No amendment to, modification of, or repeal of this Paragraph 7 shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

 

8.    The Corporation shall indemnify, advance expenses, and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a

 

State of Delaware
Secretary of S
tate
Division of Corporations 
D
elivered 04:44 PM 02/04/2021
FILED
04:44 PM 02/04/2021
SR
20210339655 - File Number 4993446

 

 

 

director or officer of the Corporation, is or was serving at the request of the Corporation as a director. officer, employee, or agent of another corporation or of a partnership, joint venture, trust, enterprise. or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except for claims for indemnification (following the final disposition of such Proceeding) or advancement of expenses not paid in full, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized in the specific case by the board of directors of the Corporation. Any amendment, repeal, or modification of this Paragraph 8 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

 

9.     In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend, or repeal the By-Laws or adopt new By-Laws without any action on the part of the stockholders; provided that any By-law adopted or amended by the board of directors, and any powers thereby conferred, may be amended. altered. or repealed by the stockholders.

 

I0. The Corporation shall have the right, subject to any express provisions or restrictions contained in the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) or the By-Laws, from time to time, to amend, alter, or repeal any provision of the Certificate of Incorporation in any manner now or hereafter provided by law, and all rights and powers of any kind conferred upon a director or stockholder of the Corporation by the Certificate of Incorporation or any amendment thereof are conferred subject to such right.

 

11.  Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee, or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL. the Certificate of lncorporation, or the By-Laws or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

 

12.  The Corporation renounces, to the fullest extent permitted by law, any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries ( “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person

 

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expressly and solely in such Covered Person’s capacity as a director of the Corporation while such Covered Person is performing services in such capacity.

 

[SIGNATURE PAGE FOLLOWS]

 

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I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a corporation pursuant to the DGCL, do make this Certificate of Incorporation, hereby acknowledging, declaring, and certifying that the foregoing Certificate of Incorporation is my act and deed and that the facts herein stated are true, and have accordingly hereunto set my hand this 4th day of February, 2021.

 

  Incorporator
     
  By: /s/ Mary Ann Jackson
  Name: Mary Ann Jackson

 

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