Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. (i) GGP and Spinco shall each take all necessary action that may be required to provide for the adoption by Spinco of the Amended and Restated Certificate of Incorporation of Spinco in substantially the form attached to the Plan (the “Amended and Restated Certificate of Incorporation”), and the Amended and Restated Bylaws of Spinco in substantially the form attached to the Plan (the “Amended and Restated Bylaws”) and (ii) Spinco shall file the Amended and Restated Certificate of Incorporation of Spinco with the Secretary of State of the State of Delaware.
Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. Provisions of our amended and restated certificate of incorporation and amended and restated bylaws, may delay or discourage transactions involving an actual or potential change in its control or change in its management, including transactions in which stockholders might otherwise receive a premium for their shares or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock. Among other things, our amended and restated certificate of incorporation and amended and restated bylaws: • permit our board of directors to issue up to 10,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate; • provide that the authorized number of directors may be changed only by resolution adopted by a majority of our board of directors; • provide that the board of directors or any individual director may only be removed with cause and the affirmative vote of the holders of at least 66 2/3% of the voting power of all of its then outstanding Forte common stock; • provide that all vacancies, including newly created directorships, may, except as otherwise required by law or subject to the rights of holders of preferred stock as designated from time to time, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; • divides our board of directors into three classes; • require that any action to be taken by its stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent or electronic transmission; • provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner and also specify requirements as to the form and content of a stockholder’s notice; • do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of our common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose); • provide that special meetings of its stockholders may be called only by the chairman of our board of directors, its Chief Executive Officer or by our board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not th...
Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. At or prior to the Distribution Time, (i) L Brands and VS shall each take (or shall have taken) all necessary action that may be required to provide for the adoption by VS of an amended and restated certificate of incorporation of VS, substantially in the form of Exhibit J (the “Amended and Restated Certificate of Incorporation”), and amended and restated bylaws of VS, substantially in the form of Exhibit K (the “Amended and Restated Bylaws”), and (ii) VS shall file (or shall have filed) the Amended and Restated Certificate of Incorporation of VS with the Secretary of State of the State of Delaware.
Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. At or prior to the Distribution Time, to the extent not already consummated, (i) SWBI, as the sole stockholder of AOUT, and AOUT shall each take all lawful action that may be required to provide for the adoption by AOUT of an amended and restated certificate of incorporation of AOUT, substantially in the form of Exhibit E (the “Amended and Restated Certificate of Incorporation”), and amended and restated bylaws of AOUT, substantially in the form of Exhibit F (the “Amended and Restated Bylaws”), and (ii) AOUT shall file (or shall cause to be filed) the Amended and Restated Certificate of Incorporation of AOUT with the Secretary of State of the State of Delaware.
Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. JDSU and Holdings shall take all necessary actions to adopt each of the amended and restated certificate of incorporation and the amended and restated bylaws of Holdings, each substantially in the forms filed by Holdings with the SEC as exhibits to the Form 10.
Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. (i) VF and Kontoor Brands shall each take (or shall have taken) all necessary action that may be required to provide for the adoption by Kontoor Brands of an amended and restated certificate of incorporation of Kontoor Brands, substantially in the form of Exhibit D (the “Amended and Restated Certificate of Incorporation”), and amended and restated bylaws of Kontoor Brands, substantially in the form of Exhibit E (the “Amended and Restated Bylaws”), and (ii) Kontoor Brands shall file (or shall have filed) the Amended and Restated Certificate of Incorporation of Kontoor Brands with the Secretary of State of the State of North Carolina.
Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. At or prior to the Closing, GE and Genworth shall each take all necessary action that may be required to provide for the adoption by Genworth of the Amended and Restated Certificate of Incorporation of Genworth in substantially the form attached hereto as Exhibit LL, and the Amended and Restated Bylaws of Genworth in substantially the form attached hereto as Exhibit MM.
Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. (i) ADS and Loyalty Ventures shall each take (or shall have taken) all necessary action that may be required to provide for the adoption by Loyalty Ventures of an amended and restated certificate of incorporation of Loyalty Ventures substantially in the form of Exhibit D (the “Amended and Restated Certificate of Incorporation”), and amended and restated bylaws of Loyalty Ventures, substantially in the form of Exhibit E (the “Amended and Restated Bylaws”), and (ii) Loyalty Ventures shall file (or shall have filed) the Amended and Restated Certificate of Incorporation of Loyalty Ventures with the Secretary of State of the State of Delaware.
Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. (i) SHC and LE shall each take all necessary action that may be required to provide for the adoption by LE of the Amended and Restated Certificate of Incorporation of LE in substantially the form filed as an exhibit to the Registration Statement (the “Amended and Restated Certificate of Incorporation”), and the Amended and Restated Bylaws of LE in substantially the form filed as an exhibit to the Registration Statement (the “Amended and Restated Bylaws”) and (ii) LE shall file the Amended and Restated Certificate of Incorporation of LE with the Secretary of State of the State of Delaware.
Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. (i) Cardinal Health and CareFusion shall each take all necessary action that may be required to provide for the adoption by CareFusion of the Amended and Restated Certificate of Incorporation of CareFusion in substantially the form attached hereto as Exhibit F (the “Amended and Restated Certificate of Incorporation”), and the Amended and Restated Bylaws of CareFusion in substantially the form attached hereto as Exhibit G (the “Amended and Restated Bylaws”) and (ii) CareFusion shall file the Amended and Restated Certificate of Incorporation of CareFusion with the Secretary of State of the State of Delaware.
