Certificate of Incorporation and Bylaws of Parent. Immediately prior to the Effective Time, the certificate of incorporation of Parent shall be amended in the form set forth on Exhibit B (the “Parent Charter Amendment”).
Certificate of Incorporation and Bylaws of Parent. The Certificate of Incorporation and Bylaws of Parent shall be amended prior to the Effective Time (as defined in Section 1.4) to be substantially in the form of Exhibit C and Exhibit D attached hereto, respectively. From the date hereof until the Effective Time, ValueVision and National Media shall consult with each other prior to causing or permitting Parent to take any action and neither shall cause or permit Parent to take any action inconsistent with the provisions of this Agreement without the written consent of the other.
Certificate of Incorporation and Bylaws of Parent. EFTC shall cause the Certificate of Incorporation and Bylaws of Parent to be amended prior to the Effective Time (as defined in Section 1.4) to be substantially in the form of Exhibit A and Exhibit B hereto, respectively. From the date hereof until the Effective Time, EFTC shall consult with TBF II prior to causing or permitting Parent to take any action and shall not cause or permit Parent to take any action inconsistent with the provisions of this Agreement without the written consent of TBF II.
Certificate of Incorporation and Bylaws of Parent. 2 Section 1.2. The ValueVision Merger. 2 Section 1.3.
Certificate of Incorporation and Bylaws of Parent. (a) Subject to the receipt of Parent Stockholder Approval, Parent shall take all necessary actions to cause the Parent Charter Amendment to become effective at or immediately following the Effective Time, and Parent’s Amended and Restated Certificate of Incorporation, as amended by the Parent Charter Amendment, shall be the certificate of incorporation of Parent until thereafter amended in accordance with the provisions thereof and applicable Law.
(b) Parent shall take all necessary actions to cause the by-laws of Parent to be amended and restated as of the Effective Time in the form attached hereto as Exhibit B (with such changes as necessary to reflect the applicable provisions based on the actual Closing Date).
Certificate of Incorporation and Bylaws of Parent. Unless otherwise determined by Parent prior to the effective time of the Second Merger, the Parent Charter Documents shall be not be amended or restated as of the effective time of the Second Merger and shall remain identical to the Parent Charter Documents as in effect immediately prior to the effective time of the Second Merger until thereafter amended in accordance with Delaware Law and as provided in the Parent Charter Documents.
Certificate of Incorporation and Bylaws of Parent. The Certificate of Incorporation and Bylaws of Parent shall, at the Effective Time (as defined in Section 1.4), be in the form of Exhibit A and Exhibit B attached hereto, respectively. From the date hereof until the Effective Time, the Parent will not take any action inconsistent with the provisions of this Agreement without the written consent of both Western Power and E-Mobile.
Certificate of Incorporation and Bylaws of Parent. Prior to the Effective Time, FACO shall cause the certificate of incorporation of Parent to be amended and restated to read as set forth in Exhibit B (the “Parent Certificate of Incorporation”) and, following such amendment and restatement, FACO shall cause the Parent Certificate of Incorporation to continue to be the certificate of incorporation of Parent until the Effective Time and thereafter until amended as provided therein and under the Delaware Code. The bylaws attached hereto as Table of Contents Exhibit C are the bylaws of Parent (the “Parent Bylaws”) and FACO shall cause the Parent Bylaws to continue to be the bylaws of Parent from the date hereof until the Effective Time and thereafter until amended as provided therein and under the Parent Certificate of Incorporation and the Delaware Code.
Certificate of Incorporation and Bylaws of Parent. Following the Domestication and at the Effective Time, the Certificate of Incorporation in the form attached hereto as Exhibit 1.7(a) shall be the Certificate of Incorporation of Parent and shall remain in effect until duly amended in accordance with the terms thereof and the laws of the State of Delaware. Following the Domestication and at the Effective Time, the Bylaws in the form attached hereto as Exhibit 1.7(b) shall be the Bylaws of Parent (the "Bylaws of Parent") and shall remain in effect until duly amended in accordance with the terms thereof and the laws of the State of Delaware.
Certificate of Incorporation and Bylaws of Parent. Doubletree and Promus shall cause the Certificate of Incorporation and Bylaws of Parent to be amended prior to the Effective Time (as defined in Section 1.4) to be substantially in the form of Exhibit D and Exhibit E hereto, respectively. From the date hereof until the Effective Time, Doubletree and Promus shall consult with each other prior to causing or permitting Parent to take any action and neither shall cause or permit Parent to take any action inconsistent with the provisions of this Agreement without the written consent of the other. Section 1.2.
