Common use of Certificate of Incorporation and Bylaws of Holdco Clause in Contracts

Certificate of Incorporation and Bylaws of Holdco. Prior to the Closing, Universal and the Board of Directors of Holdco shall take, and shall cause Holdco to take, all requisite action to cause (i) the certificate of incorporation of Holdco to be amended and restated in accordance with Applicable Laws to be in the form set forth on Exhibit 2.3.1 (except that the name of Holdco shall be changed to a name to be mutually agreed upon by the parties prior to the mailing of the Proxy Statement/Prospectus to the stockholders of Universal and Hanover) (as so amended and restated, the “Holdco Charter”) and (ii) the bylaws of Holdco to be amended and restated in accordance with Applicable Laws to be in the form set forth on Exhibit 2.3.2 (as so amended, the “Holdco Bylaws”). The Holdco Charter and the Holdco Bylaws shall remain in such forms as prescribed by Exhibits 2.3.1 and 2.3.2, respectively, at the Initial Effective Time.

Certificate of Incorporation and Bylaws of Holdco. Prior to the Closing, Universal Xxxxxx and the board of directors of Holdco (the “Board of Directors of Holdco Holdco”) shall take, and shall cause Holdco to take, all requisite action to cause (i) the certificate of incorporation of Holdco to be amended and restated to read in accordance with Applicable Laws to be in the form its entirety as set forth on Exhibit 2.3.1 2.03(a) (as so amended and restated, the “Holdco Charter”) (except that the name of Holdco shall be changed to a name to be mutually agreed upon by the parties prior to the mailing of the Proxy Statement/Prospectus to the stockholders of Universal and Hanover) (as so amended and restated, the “Holdco Charter”Xxxxxx) and (ii) the bylaws of Holdco to be amended and restated to read in accordance with Applicable Laws to be in the form their entirety as set forth on Exhibit 2.3.2 2.03(b) (as so amended, the “Holdco Bylaws”). The Holdco Charter and the Holdco Bylaws shall remain in such forms as prescribed by Exhibits 2.3.1 2.03(a) and 2.3.22.03(b), respectively, at and following the Initial Effective TimeTime until duly amended in accordance with Applicable Laws and the Stockholders and Registration Rights Agreement.