Attached files

file filename
S-1/A - S-1/A - Montes Archimedes Acquisition Corpa2242438zs-1a.htm
EX-23.1 - EX-23.1 - Montes Archimedes Acquisition Corpa2242438zex-23_1.htm
EX-3.3 - EX-3.3 - Montes Archimedes Acquisition Corpa2242438zex-3_3.htm

Exhibit 3.1

 

CERTIFICATE OF INCORPORATION

 

OF

 

MONTES ARCHIMEDES ACQUISITION CORP

 

ARTICLE ONE

 

The name of the corporation is Montes Archimedes Acquisition Corp (hereinafter called the “Corporation”).

 

ARTICLE TWO

 

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801.  The name of its registered agent at such address is The Corporation Trust Company.

 

ARTICLE THREE

 

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

 

ARTICLE FOUR

 

The total number of shares of stock which the Corporation has authority to issue is 1,000 shares of Common Stock, with a par value of $.01 per share.

 

ARTICLE FIVE

 

The name and mailing address of the sole incorporator are as follows:

 

NAME

MAILING ADDRESS

 

 

Patient Square Capital LP

8240 McDaniel Road
Fort Worth, TX 76126

 

ARTICLE SIX

 

The Corporation is to have perpetual existence.

 


 

ARTICLE SEVEN

 

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the Corporation is expressly authorized to make, alter or repeal the by-laws of the Corporation.

 

ARTICLE EIGHT

 

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws of the Corporation may provide.  The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the Corporation.  Election of directors need not be by written ballot unless the by-laws of the Corporation so provide.

 

ARTICLE NINE

 

To the fullest extent permitted by the General Corporation Law of the State of Delaware, the directors shall be protected from personal liability through indemnification.

 

1.             To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director.  Any repeal or modification of this ARTICLE NINE shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

 

2.             The Corporation shall indemnify each director and officer of the Corporation to the fullest extent permitted by applicable law, except as may be otherwise provided in the by-laws, and in furtherance hereof the Board of Directors is expressly authorized to amend the by-Laws from time to time to give full effect hereto, notwithstanding possible self-interest of the directors in the action being taken.  Neither the modification or repeal of this paragraph 2 of this ARTICLE NINE nor any amendment to the General Corporation Law of the State of Delaware that does not have retroactive application shall limit the right of the directors and the officers to indemnification hereunder with respect to any act or omission occurring prior to such modification, amendment or repeal.

 

3.             Expenses incurred by any person who may have a right of indemnification under this ARTICLE NINE in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation.

 

2


 

ARTICLE TEN

 

The Corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

 

ARTICLE ELEVEN

 

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

 

ARTICLE TWELVE

 

To the maximum extent permitted from time to time under the law of the State of Delaware, the Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to its officers, directors or stockholders, other than those officers, directors or stockholders who are employees of the Corporation.  No amendment or repeal of this ARTICLE TWELVE shall apply to or have any effect on the liability or alleged liability of any officer, director or stockholder of the Corporation for or with respect to any opportunities of which such officer, director, or stockholder becomes aware prior to such amendment or repeal.

 

*     *     *     *     *

 

3


 

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts stated herein are true, and accordingly have hereunto set my hand on the 6th day of July, 2020.

 

 

PATIENT SQUARE CAPITAL LP

 

 

 

Its:

Sole Incorporator

 

 

 

 

By

/s/ Maria Walker

 

 

Name:

Maria Walker

 

 

Title:

Authorized Person

 

4