Common use of Articles of Incorporation; By-Laws; Directors and Officers Clause in Contracts

Articles of Incorporation; By-Laws; Directors and Officers. (a) The articles of incorporation of the Company as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the articles of incorporation of the Surviving Corporation (the “Articles of Incorporation”) until thereafter changed or amended as provide therein or in accordance with applicable law. (b) The by-laws of the Company as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, shall be the by-laws of the Surviving Corporation (the “By-laws”) until thereafter changed or amended as provided therein or in accordance with applicable law. (c) The individuals identified on Exhibit C hereto under the heading “Directors” shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and By-laws. The individuals identified on Exhibit C hereto under the heading “Officers” shall, from and after the Effective Time, be the officers of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and By-laws.

Articles of Incorporation; By-Laws; Directors and Officers. (a) The articles Articles of incorporation Incorporation of the Company Company, as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A B hereto, as amended by the Certificate of Merger, shall be the articles Certificate of incorporation Incorporation of the Surviving Corporation (Company from and after the “Articles of Incorporation”) Effective Time until thereafter changed or amended as provide therein or in accordance with applicable lawlaw and such Articles of Incorporation. (b) The byBy-laws Laws of the Company Company, as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B C hereto, shall be the byBy-laws Laws of the Surviving Corporation (Company from and after the “By-laws”) Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law, the Certificate of Incorporation of the Surviving Company and such By-Laws. (c) The individuals identified on directors and officers listed in Exhibit C D hereto under shall be the heading “Directors” shalldirectors and officers of the Surviving Company and Parent, and each shall hold his or her respective office or offices from and after the Effective Time, be the directors of the Surviving Corporation Time until their successors his or her successor shall have been duly elected or appointed and shall have qualified or until their earlier death, resignation or removal in accordance with applicable law, or as otherwise provided in the Articles of Incorporation and or By-laws. The individuals identified on Exhibit C hereto under the heading “Officers” shall, from and after the Effective Time, be the officers Laws of the Surviving Corporation until their successors shall have been duly elected Company or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and or By-lawsLaws of Parent, as the case may be.

Articles of Incorporation; By-Laws; Directors and Officers. (a) The articles At the Effective Time, the Articles of incorporation Incorporation of the Company shall be amended and restated to read in their entirety substantially as set forth in effect immediately Exhibit B attached hereto, and, as so amended and restated shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with the PBCL and as provided in such Articles of Incorporation; provided, however, that any such amendment shall not amend the Articles of Incorporation in a manner prohibited by or inconsistent with Section 5.8. (b) At the Effective Time, the By-Laws of the Company shall be amended and restated to read in their entirety substantially as set forth in Exhibit C attached hereto, and, as so amended and restated shall be the By-Laws of the Surviving Corporation until thereafter amended in accordance with PBCL and as provided in such By-Laws; provided, however, that any such amendment shall not amend the By-Laws in a manner prohibited by or inconsistent with Section 5.8. (c) Unless otherwise determined by Parent prior to the Effective Time, a copy the directors and officers of which is attached as Exhibit A hereto, shall be the articles of incorporation of the Surviving Corporation (the “Articles of Incorporation”) until thereafter changed or amended as provide therein or in accordance with applicable law. (b) The by-laws of the Company as in effect Merger Sub immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, Time shall be the by-laws initial directors and officers of the Surviving Corporation (the “By-laws”) until thereafter changed or amended as provided therein or Corporation, in accordance with applicable law. (c) The individuals identified on Exhibit C hereto under the heading “Directors” shalleach case, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the manner provided in the Surviving Corporation’s Articles of Incorporation and By-laws. The individuals identified on Exhibit C hereto under the heading “Officers” shallLaws, from and after the Effective Time, be the officers of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and By-lawsas otherwise provided by applicable law.

Articles of Incorporation; By-Laws; Directors and Officers. (a) The articles Articles of incorporation Incorporation of the Company Company, as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A B hereto, as amended by the Certificate of Merger, shall be the articles Articles of incorporation Incorporation of the Surviving Corporation (Company from and after the “Articles of Incorporation”) Effective Time until thereafter changed or amended as provide therein or in accordance with applicable lawlaw and such Articles of Incorporation. (b) The byBy-laws Laws of the Company Company, as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B C hereto, shall be the byBy-laws Laws of the Surviving Corporation (Company from and after the “By-laws”) Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law, the Certificate of Incorporation of the Surviving Company and such By-Laws. (c) The individuals identified on directors and officers listed in Exhibit C D hereto under shall be the heading “Directors” shalldirectors and officers of the Surviving Company and Parent, and each shall hold his or her respective office or offices from and after the Effective Time, be the directors of the Surviving Corporation Time until their successors his or her successor shall have been duly elected or appointed and shall have qualified or until their earlier death, resignation or removal in accordance with applicable law, or as otherwise provided in the Articles of Incorporation and or By-laws. The individuals identified on Exhibit C hereto under the heading “Officers” shall, from and after the Effective Time, be the officers Laws of the Surviving Corporation until their successors shall have been duly elected Company or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and or By-lawsLaws of Parent, as the case may be.

Articles of Incorporation; By-Laws; Directors and Officers. (a) The articles Unless otherwise determined by Merger Sub before the Effective Time, at the Effective Time the Amended and Restated Articles of incorporation Incorporation of the Company Company, as in effect immediately before the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation. (b) Unless otherwise determined by Merger Sub before the Effective Time, the By-Laws of the Company, as in effect immediately before the Effective Time, shall be the By-Laws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such By-Laws. (c) The directors of Merger Sub immediately before the Effective Time will be the initial directors of the Surviving Corporation, and except as Merger Sub may otherwise notify the Company in writing prior to the Effective Time, a copy the officers of which is attached as Exhibit A hereto, shall the Company immediately before the Effective Time will be the articles of incorporation initial officers of the Surviving Corporation (the “Articles of Incorporation”) Corporation, in each case until thereafter changed their successors are elected or amended as provide therein or in accordance with applicable law. (b) The by-laws of the Company as in effect immediately prior to appointed and qualified. If, at the Effective Time, a copy vacancy shall exist on the board of which is attached as Exhibit B hereto, shall be the by-laws directors or in any office of the Surviving Corporation (Corporation, such vacancy may thereafter be filled in the “By-laws”) until thereafter changed or amended as manner provided therein or in accordance with applicable by law. (c) The individuals identified on Exhibit C hereto under the heading “Directors” shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and By-laws. The individuals identified on Exhibit C hereto under the heading “Officers” shall, from and after the Effective Time, be the officers of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and By-laws.

Articles of Incorporation; By-Laws; Directors and Officers. (a) The articles At the Effective Time the Articles of incorporation Incorporation of the Company Merger Sub, as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the articles Articles of incorporation Incorporation of the Surviving Corporation (the “Articles of Incorporation”) until thereafter changed or amended as provide therein or in accordance with applicable lawthe provisions thereof and the Missouri BCL, except that such Articles of Incorporation shall be amended to provide that the name of the Surviving Corporation shall be “Dxxx & Buster’s, Inc”. (b) The byBy-laws Laws of the Company Merger Sub, as in effect immediately prior to before the Effective Time, a copy of which is attached as Exhibit B hereto, shall be the byBy-laws Laws of the Surviving Corporation (the “By-laws”) until thereafter changed altered, amended or amended repealed as provided therein or in accordance with applicable lawthe Articles of Incorporation of the Surviving Corporation and the Missouri BCL, except that such By-Laws shall be amended to change the name of the Surviving Corporation to “Dxxx & Buster’s, Inc.”. (c) The individuals identified on Exhibit C hereto under the heading “Directors” shall, from and after directors of Merger Sub immediately before the Effective Time, Time will be the initial directors of the Surviving Corporation Corporation, and the officers of the Company immediately before the Effective Time will be the initial officers of the Surviving Corporation, in each case until their successors shall have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the manner provided in the Surviving Corporation’s Articles of Incorporation and By-laws. The individuals identified on Exhibit C hereto under the heading “Officers” shallLaws, from and after the Effective Time, be the officers of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and By-lawsas otherwise provided by applicable law.

Articles of Incorporation; By-Laws; Directors and Officers. (a) The articles of incorporation of the Company Merger Sub as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the articles of incorporation of the Surviving Corporation (the “Articles of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law. (b) The by-laws of the Company Merger Sub as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, shall be the by-laws of the Surviving Corporation (the “By-laws”) from and after the Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law. (c) The individuals identified on Exhibit C hereto under One or more of the heading “Directors” shall, from and after directors of the Company immediately prior to the Effective Time, Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and By-laws. The individuals identified on Exhibit C hereto under officers of the heading “Officers” shall, from and after Company immediately prior to the Effective Time, Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and By-laws.

Articles of Incorporation; By-Laws; Directors and Officers. At the Effective Time: (a) The articles Articles of incorporation Incorporation of the Company Newco, as in effect immediately prior to the Effective Time, a copy of which is are attached as Exhibit A heretoEXHIBIT 1.2(A), shall be the articles Articles of incorporation Incorporation of the Surviving Corporation unless and until thereafter amended as provided therein and under the laws of the State of Colorado (the “Articles "State Corporate Laws"), provided, that the provisions relating to -------------------- the indemnification of Incorporation”officers and directors contained therein as amended at the Effective Time shall not be amended until the sixth (6th) until thereafter changed or amended anniversary of the Closing Date (as provide therein or defined in accordance with applicable lawSection 4.1). (b) The byBy-laws of the Company Newco, as in effect immediately prior to the Effective Time, a copy of which is are attached as Exhibit B heretoEXHIBIT 1.2(B), shall be the byBy-laws Laws of the Surviving Corporation (the “By-laws”) unless and until thereafter changed or amended as provided therein or in accordance with applicable lawand under the State Corporate Laws; provided, that the provisions relating to the indemnification of officers and directors contained therein shall not be amended until the sixth (6th) anniversary of the Closing Date. (c) The individuals identified on Exhibit C hereto under the heading “Directors” shall, from and after the Effective Time, be the directors director(s) of the Surviving Corporation shall be as set forth on SCHEDULE 1.2(C) until his/their successors shall have been duly are elected or appointed and qualified or until their earlier deathqualified, resignation or removal in accordance with and the Articles of Incorporation and By-laws. The individuals identified on Exhibit C hereto under the heading “Officers” shall, from and after the Effective Time, be the initial officers of the Surviving Corporation shall be as set forth on SCHEDULE 1.2(C) until his/their successors shall have been duly are elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and By-lawsqualified.

Articles of Incorporation; By-Laws; Directors and Officers. (a) The articles Articles of incorporation Incorporation of the Company Company, as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A B hereto, as amended by the Articles of Merger, shall be the articles Articles of incorporation Incorporation of the Surviving Corporation (from and after the “Articles of Incorporation”) Effective Time until thereafter changed or amended as provide therein or in accordance with applicable lawlaw and such Articles of Incorporation. (b) The byBy-laws Laws of the Company Company, as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B C hereto, shall be the byBy-laws Laws of the Surviving Corporation (from and after the “By-laws”) Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law, the Articles of Incorporation of the Surviving Corporation and such By-Laws. (c) The individuals identified on directors and officers listed in Exhibit C D hereto under shall be the heading “Directors” shalldirectors and officers of the Surviving Corporation and Parent, and each shall hold his or her respective office or offices from and after the Effective TimeTime until his or her successor shall have been elected and shall have qualified in accordance with applicable law, be or as otherwise provided in the directors Articles of Incorporation or By-Laws of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles Certificate of Incorporation and or By-laws. The individuals identified on Exhibit C hereto under Laws of Parent, as the heading “Officers” shall, from and after the Effective Time, be the officers of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and By-lawscase may be.

Articles of Incorporation; By-Laws; Directors and Officers. (a) The articles At the Effective Time, the Articles of incorporation Incorporation of the Company shall be amended and restated to read in their entirety substantially as set forth in effect immediately Exhibit A attached hereto, and, as so amended and restated shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with TBCA and as provided in such Articles of Incorporation; provided, however, that any such amendment shall not amend the Articles of Incorporation in a manner prohibited by or inconsistent with Section 5.9. (b) At the Effective Time, the By-Laws of the Company shall be amended and restated to read in their entirety substantially as set forth in Exhibit B attached hereto, and, as so amended and restated shall be the By-Laws of the Surviving Corporation until thereafter amended in accordance with TBCA and as provided in such By-Laws; provided, however, that any such amendment shall not amend the By-Laws in a manner prohibited by or inconsistent with Section 5.9. (c) Unless otherwise determined by Parent prior to the Effective Time, a copy the directors of which is attached as Exhibit A hereto, shall be the articles of incorporation of the Surviving Corporation (the “Articles of Incorporation”) until thereafter changed or amended as provide therein or in accordance with applicable law. (b) The by-laws of the Company as in effect Merger Sub immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, Time shall be the by-laws of the Surviving Corporation (the “By-laws”) until thereafter changed or amended as provided therein or in accordance with applicable law. (c) The individuals identified on Exhibit C hereto under the heading “Directors” shall, from and after the Effective Time, be the initial directors of the Surviving Corporation Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case, until their successors shall have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the manner provided in the Surviving Corporation’s Articles of Incorporation and By-laws. The individuals identified on Exhibit C hereto under the heading “Officers” shallLaws, from and after the Effective Time, be the officers of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and By-lawsas otherwise provided by applicable law.

Articles of Incorporation; By-Laws; Directors and Officers. (a) The articles Articles of incorporation Incorporation of the Company Company, as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A B hereto, as amended by the Certificate of Merger, shall be the articles Articles of incorporation Incorporation of the Surviving Corporation (Company from and after the “Articles of Incorporation”) Effective Time until thereafter changed or amended as provide therein or in accordance with applicable lawlaw and such Articles of Incorporation. (b) The byBy-laws Laws of the Company Company, as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B C hereto, shall be the byBy-laws Laws of the Surviving Corporation (Company from and after the “By-laws”) Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law, the Articles of Incorporation of the Surviving Company and such By-Laws. (c) The individuals identified on directors and officers listed in Exhibit C D hereto under shall be the heading “Directors” shalldirectors and officers of the Surviving Company and Parent, and each shall hold his or her respective office or offices from and after the Effective Time, be the directors of the Surviving Corporation Time until their successors his or her successor shall have been duly elected or appointed and shall have qualified or until their earlier death, resignation or removal in accordance with applicable law, or as otherwise provided in the Articles of Incorporation and or By-laws. The individuals identified on Exhibit C hereto under the heading “Officers” shall, from and after the Effective Time, be the officers Laws of the Surviving Corporation until their successors shall have been duly elected Company or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and or By-lawsLaws of Parent, as the case may be.