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.
Appears in 5 contracts
Samples: Separation Agreement (Howard Hughes Corp), Separation Agreement (General Growth Properties, Inc.), Separation Agreement (New GGP, Inc.)
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 hereto as Exhibit A (the “Amended and Restated Certificate of Incorporation”), and the Amended and Restated Bylaws of Spinco in substantially the form attached to the Plan hereto as Exhibit B (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.
Appears in 2 contracts
Samples: Separation Agreement (Rouse Properties, Inc.), Separation Agreement (Rouse Properties, Inc.)
