Bylaws of Holdco. The Stockholders acknowledge and agree that the Holdco Shares and the transfer thereof are governed by the terms and provisions of the bylaws of Holdco and the Stockholders shall not sell, assign, pledge or otherwise transfer all or any portion of the Holdco Shares or any right or interest therein, whether voluntarily, involuntarily, by operation of law, by gift or otherwise, except by a transfer which meets the requirements specified in the bylaws of the Buyer. The Stockholders shall otherwise comply with the provisions of the bylaws of Holdco as they relate to the Holdco Shares.”
Bylaws of Holdco. Subject to any required approval of the SEC and any European Regulator, prior to the Effective Time, NYSE Group, as the sole stockholder of Holdco, shall adopt by written consent an Amended and Restated Bylaws of Holdco substantially in such form attached hereto as Exhibit B (the “New Holdco Bylaws”) to be in effect as of the Effective Time; provided that such form may be amended by NYSE Group and Euronext in response to the comments of the staff of the SEC, any European Regulator and other Governmental Entities with jurisdiction in connection with obtaining any required approval for the transactions contemplated by this Agreement or otherwise.
Bylaws of Holdco. Subject to any required approval of the SEC, NYSE and Archipelago shall take, and shall cause Holdco to take, all requisite action to cause the Bylaws of Holdco to be in such form as determined by NYSE immediately following the Effective Time (provided that Archipelago shall have provided its consent to such form, such consent not to be unreasonably withheld or delayed and subject to Section 7.5(a)).
