Common use of Certificate of Incorporation; Bylaws; Directors and Officers Clause in Contracts

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time, the certificate of incorporation of the Initial Surviving Corporation shall be amended so as to read in its entirety as set forth in Exhibit A, until thereafter changed or amended as provided therein or by applicable Law. (b) At the Effective Time, the bylaws of the Initial Surviving Corporation shall be the bylaws of Company as in effect immediately prior to the Effective Time, until thereafter changed or amended or repealed as provided therein, in the certificate of incorporation of the Initial Surviving Corporation or by applicable Law. (c) From and after the Effective Time, Josh Dxxxxxx, Xxxxxxx Malcaluso, Gxxx Xxxxxxxx, Cxxx Xxxxxxx and Jxxx Xxxxxxxx, Xx. shall be the directors, and Jxxx Xxxxxxx (CEO), Jxxxxxx Xxxxxxx (COO) and Gxxx Xxxxx (CFO) shall be the officers, of the Initial Surviving Corporation and Surviving Company until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal or otherwise ceasing to be a director or officer or until their respective successors are duly elected or appointed and qualified. (d) At the Effective Time all Convertible Debt and Unpaid Contractual Obligations shall be converted into the right to receive a portion of the Aggregate Merger Consideration, as set forth in the Distribution Schedule. (e) At the Effective Time, except as otherwise provided in Section 1.5, each share of Company Preferred Stock outstanding immediately prior to the Effective Time shall be converted, without any action on the part of holders thereof, into the right to receive a portion of the Aggregate Merger Consideration, without interest, calculated and distributed in accordance with the Company Charter, as in effect immediately prior to the Effective Time, and as set forth in the Distribution Schedule. (f) At the Effective Time, except as otherwise provided in Section 1.5, each share of Company Common Stock outstanding immediately prior to the Effective Time and each option or Warrant to purchase Company Stock shall be cancelled. (g) At the Effective Time, each share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Initial Surviving Corporation. (h) From and after the Effective Time, the holders of certificates evidencing ownership of the shares of Company Stock (“Company Stock Certificates”) outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Stock except as otherwise provided for herein or under applicable Law.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Parent Effective Time, the certificate Certificate of incorporation Incorporation of the Initial Parent Surviving Corporation shall be amended so as and restated pursuant to read the Parent Merger in its entirety as set forth in on Exhibit AB, until thereafter changed or amended as provided therein or by applicable Law.. The name of the Parent Surviving Corporation immediately after the Parent Effective Time shall be “Tessera Technologies, Inc.” (b) At the Company Effective Time, the bylaws Certificate of Incorporation of the Initial Company Surviving Corporation shall be amended and restated pursuant to the Company Merger in its entirety as set forth on Exhibit C. The name of the Company Surviving Corporation immediately after the Company Effective Time shall be “DTS, Inc.” (c) At the Company Effective Time, the Bylaws of the Company Surviving Corporation shall be amended and restated pursuant to the Company Merger to be identical to the Bylaws of Company Merger Sub, except that such Bylaws shall be amended to contain provisions concerning exculpation, indemnification and advancement of expenses identical to those in the Company’s Bylaws as of the date of this Agreement. At the Parent Effective Time, the Bylaws of the Parent Surviving Corporation shall be amended and restated pursuant to the Parent Merger to be identical to the bylaws of Company as in effect immediately prior to the Effective Time, until thereafter changed or amended or repealed as provided therein, in the certificate of incorporation of the Initial Surviving Corporation or by applicable LawParent Merger Sub. (cd) Each of the Certificate of Incorporation and Bylaws of Holdco at the Parent Effective Time shall be in the form set forth in Exhibit D attached hereto. (e) From and after the Parent Effective Time, Josh Dxxxxxx, Xxxxxxx Malcaluso, Gxxx Xxxxxxxx, Cxxx Xxxxxxx and Jxxx Xxxxxxxx, Xx. shall be the directors, and Jxxx Xxxxxxx (CEO), Jxxxxxx Xxxxxxx (COO) and Gxxx Xxxxx (CFO) shall be the officers, of the Initial Surviving Corporation and Surviving Company until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal or otherwise ceasing to be a director or officer or until their respective successors are duly elected or appointed and qualified. qualified in accordance with applicable Law, (di) At the Effective Time all Convertible Debt and Unpaid Contractual Obligations shall be converted into directors of Parent Merger Sub at the right to receive a portion of the Aggregate Merger Consideration, as set forth in the Distribution Schedule. (e) At the Effective Time, except as otherwise provided in Section 1.5, each share of Company Preferred Stock outstanding immediately prior to the Parent Effective Time shall be converted, without any action on the part of holders thereof, into the right to receive a portion directors of the Aggregate Parent Surviving Corporation and (ii) the officers of Parent Merger Consideration, without interest, calculated and distributed in accordance with Sub at the Company Charter, as in effect immediately prior to Parent Effective Time shall be the Effective Time, and as set forth in officers of the Distribution ScheduleParent Surviving Corporation. (f) At From and after the Company Effective Time, except as otherwise provided until successors are duly elected or appointed and qualified in Section 1.5accordance with applicable Law, each share (i) the directors of Company Common Stock outstanding immediately prior to the Effective Time and each option or Warrant to purchase Company Stock shall be cancelled. (g) At the Effective Time, each share of common stock of Merger Sub outstanding immediately prior to at the Company Effective Time shall be converted into and become one share of common stock the directors of the Initial Company Surviving Corporation and (ii) the officers of Company Merger Sub at the Company Effective Time shall be the officers of the Company Surviving Corporation. (h) From and after the Effective Time, the holders of certificates evidencing ownership of the shares of Company Stock (“Company Stock Certificates”) outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Stock except as otherwise provided for herein or under applicable Law.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At Unless otherwise determined by Newco and the Company before the Effective Time, at the certificate Effective Time the Certificate of incorporation Incorporation of Newco, as in effect immediately before the Effective Time, shall be the Certificate of Incorporation of the Initial Surviving Corporation shall be amended so as to read in its entirety as set forth in Exhibit A, until thereafter changed or amended as provided therein or by applicable Lawlaw and such Certificate of Incorporation. (b) At The Bylaws of Newco, as in effect immediately before the Effective Time, the bylaws of the Initial Surviving Corporation shall be the bylaws Bylaws of Company as in effect immediately prior to the Effective Time, Surviving Corporation until thereafter changed or amended or repealed as provided thereinby law, in the certificate Certificate of incorporation Incorporation of the Initial Surviving Corporation or by applicable Lawand such Bylaws. (c) From The directors of Newco in office immediately before the Effective Time shall, by virtue of the approval of this Agreement by the stockholders and directors of Newco and the Company, be the directors of the Surviving Corporation, all of whom shall hold their directorships until the election and qualification of their respective successors or until their tenure is otherwise terminated by law, or in accordance with the Bylaws of the Surviving Corporation. (d) The parties hereto acknowledge and agree that upon consummation of the Merger, the directors of Purchaser shall appoint two designees of the Company, as set forth on Schedule 2.5 (the "Company Designees," which term shall include any successor or replacement designee requested by the Company), to the Board of Directors of Purchaser, to serve until the next annual or special meeting of Purchaser's stockholders. For a period of eighteen months after the Effective Time, Josh Dxxxxxx(a) Purchaser will use its best efforts to cause the Company Designees to be named as nominees for election to the Board of Directors in each proxy statement of Purchaser relating to an annual or a special meeting of stockholders at which Directors will be elected. Notwithstanding the foregoing, Xxxxxxx Malcaluso, Gxxx Xxxxxxxx, Cxxx Xxxxxxx and Jxxx Xxxxxxxx, Xx. shall be the directors, and Jxxx Xxxxxxx (CEO), Jxxxxxx Xxxxxxx (COO) and Gxxx Xxxxx (CFO) shall be the officers, Purchaser may decline to name a Company Designee as a nominee for any of the Initial Surviving Corporation and Surviving Company until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal or otherwise ceasing to be following reasons (each a director or officer or until their respective successors are duly elected or appointed and qualified."Disqualification"): (di) At the Effective Time all Convertible Debt and Unpaid Contractual Obligations shall be converted into the right to receive Company Designee has been convicted of a portion of the Aggregate Merger Consideration, as set forth in the Distribution Schedule.felony; (eii) At the Effective Time, except Company Designee has been named as otherwise provided a target in Section 1.5, each share of Company Preferred Stock outstanding immediately prior an SEC investigation due to the Effective Time shall be converted, without any action on the part of holders thereof, into the right to receive a portion of the Aggregate Merger Consideration, without interest, calculated and distributed alleged misconduct in accordance connection with the Company Charter, Designee's service as in effect immediately prior a director of any publicly held company (including but not limited to the Effective Time, and as set forth in the Distribution Schedule.Purchaser); (fiii) At the Effective Time, except as otherwise provided in Section 1.5, each share of SEC has barred the Company Common Stock outstanding immediately prior to Designee from service on the Effective Time and each option or Warrant to purchase Company Stock shall be cancelled.Board; (giv) At the Effective Time, each share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock presence of the Initial Surviving Corporation.Company Designee will cause Purchaser's Directors and Officers' insurance carrier to decline to provide coverage at standard rates, unless such coverage may be obtained from the same carrier and the Company agrees to pay for the additional premiums related to such Company Designee's service on the Board; or (hv) From and after based on a written opinion from legal counsel, it cannot nominate the Effective Time, the holders of certificates evidencing ownership of the shares of Company Stock (“Company Stock Certificates”) outstanding immediately prior Designee without breaching its duties to the Effective Time shall cease to have any rights with respect to such shares of Company Stock except as otherwise provided for herein or under applicable Lawits stockholders.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At The amended and restated certificate of incorporation of the Effective TimeCompany, a copy of which is attached as Exhibit A hereto, shall be the certificate of incorporation of the Initial Surviving Corporation shall be amended so as to read in its entirety as set forth in Exhibit A, (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provided provide therein or by in accordance with applicable Law.law. The articles of incorporation of Parent as in effect immediately prior to the Effective Time are attached as Exhibit E. (b) At the Effective Time, the bylaws The Bylaws of the Initial Surviving Corporation shall be the bylaws of Company as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, shall be the bylaws of the Surviving Corporation (the “Bylaws”) from and after the Effective Time until thereafter changed or amended or repealed as provided therein, therein or in accordance with applicable law. The Bylaws of Parent as in effect immediately prior to the certificate of incorporation of the Initial Surviving Corporation or by applicable Law.Effective Time are attached as Exhibit F. (c) From and after The directors of the Company immediately prior to the Effective Time, Josh Dxxxxxx, Xxxxxxx Malcaluso, Gxxx Xxxxxxxx, Cxxx Xxxxxxx and Jxxx Xxxxxxxx, Xx. Time shall be the directors, and Jxxx Xxxxxxx (CEO), Jxxxxxx Xxxxxxx (COO) and Gxxx Xxxxx (CFO) shall be the officers, directors of the Initial Surviving Corporation and Surviving Company shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal or otherwise ceasing in accordance with the Certificate of Incorporation and Bylaws. The officers of the Company immediately prior to the Effective Time shall be a director or officer or the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are have been duly elected or appointed and qualifiedqualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and Bylaws. (d) At the Effective Time all Convertible Debt Time, the officers and Unpaid Contractual Obligations shall be converted into the right to receive a portion directors of the Aggregate Merger ConsiderationParent designated on Exhibit C hereto shall resign, to be replaced by the officers and directors designated on Exhibit C hereto, who shall immediately take such offices or who shall take such offices upon compliance with the Federal Securities Laws, as set forth in the Distribution Schedule. (e) At the Effective Time, except as otherwise provided in Section 1.5, each share case may be. The appointment of Company Preferred Stock outstanding immediately prior to the Effective Time shall be converted, without any action on the part of holders thereof, into the right to receive a portion of the Aggregate Merger Consideration, without interest, calculated and distributed new directors in accordance with the Company Charter, as in effect immediately prior to terms of this Section 2.3(d) shall be accomplished through the Effective Time, and as set forth filling of vacancies in the Distribution Schedule. (f) At the Effective Time, except as otherwise provided in Section 1.5, each share board of Company Common Stock outstanding immediately prior to the Effective Time and each option or Warrant to purchase Company Stock shall be cancelled. (g) At the Effective Time, each share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock directors of the Initial Surviving Corporation. (h) From and after Parent in compliance with the Effective Time, the holders of certificates evidencing ownership applicable provisions of the shares NRS and the Bylaws of Company Stock the Parent and without the vote (“Company Stock Certificates”by written consent or otherwise) outstanding immediately prior to of the Effective Time shall cease to have any rights with respect to such shares shareholders of Company Stock except as otherwise provided for herein or under applicable Lawthe Parent.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At Unless otherwise determined by Purchaser, Parent and the Company before the Effective Time, at the certificate Effective Time the Certificate of incorporation Incorporation of Purchaser, as in effect immediately before the Effective Time, shall be the Certificate of Incorporation of the Initial Surviving Corporation shall be amended so as to read in its entirety as set forth in Exhibit A, until thereafter changed or amended as provided therein or by applicable Lawlaw and such Certificate of Incorporation. (b) At The Bylaws of Purchaser, as in effect immediately before the Effective Time, the bylaws of the Initial Surviving Corporation shall be the bylaws Bylaws of Company as in effect immediately prior to the Effective Time, Surviving Corporation until thereafter changed or amended or repealed as provided thereinby law, in the certificate Certificate of incorporation Incorporation of the Initial Surviving Corporation or by applicable Lawand such Bylaws. (c) From The directors of Purchaser in office immediately before the Effective Time shall, by virtue of the approval of this Agreement by the stockholders and directors of Purchaser and the Company, be the directors of the Surviving Corporation, all of whom shall hold their directorships until the election and qualification of their respective successors or until their tenure is otherwise terminated by law, or in accordance with the Bylaws of the Surviving Corporation. Purchaser shall submit for approval by its stockholders in the joint proxy statement/prospectus included in the Registration Statement a proposal to elect six (6) directors to its Board of Directors, two (2) of whom shall be designees of CareCentric. For a period of eighteen (18) months after the Effective Time, Josh DxxxxxxPurchaser shall submit for approval by its stockholders in any subsequent proxy statement of the Surviving Corporation relating to an annual or special meeting of stockholders at which Directors will be elected a proposal to elect six (6) directors to its Board of Directors. Upon consummation of the Merger, Xxxxxxx Malcalusothe directors of Purchaser shall appoint six designees of the MCS shareholders (each, Gxxx Xxxxxxxxan "MCS Designee," which term shall include any successor designee, Cxxx Xxxxxxx and Jxxx Xxxxxxxx, Xx. shall be or any replacement designee selected by the directors, and Jxxx Xxxxxxx (CEOremaining MCS Designees), Jxxxxxx Xxxxxxx (COO) and Gxxx Xxxxx (CFO) shall be as designated by the officers, of the Initial Surviving Corporation and Surviving Company until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal or otherwise ceasing to be a director or officer or until their respective successors are duly elected or appointed and qualified. (d) At the Effective Time all Convertible Debt and Unpaid Contractual Obligations shall be converted into the right to receive a portion of the Aggregate Merger Consideration, as set forth in the Distribution Schedule. (e) At the Effective Time, except as otherwise provided in Section 1.5, each share of Company Preferred Stock outstanding immediately prior to the Effective Time shall be converted, without any action on the part of holders thereof, into the right to receive a portion of the Aggregate Merger Consideration, without interest, calculated and distributed in accordance with the Company Charter, as in effect immediately prior to the Effective Time, and as set forth in the Distribution Schedule. (f) At the Effective Time, except as otherwise provided in Section 1.5, each share of Company Common Stock outstanding immediately MCS stockholders prior to the Effective Time and each option or Warrant named in the Registration Statement, to purchase Company Stock shall be cancelled. elected to the Board of Directors of the Surviving Corporation. For a period of eighteen (g18) At months after the Effective Time, each share of common stock of Merger Sub outstanding immediately prior (a) Purchaser will use its best efforts to cause the MCS Designees to be named as nominees for election to the Effective Time shall be converted into and become one share Board of common stock Directors in each proxy statement of the Initial Surviving Corporation relating to an annual or a special meeting of stockholders at which Directors will be elected, and (b) the MCS Major Stockholders will vote their Merger Shares in favor of all nominees selected in accordance with the provisions hereof and recommended by the Surviving Corporation Board of Directors in any such proxy statement. Notwithstanding the foregoing, the Surviving Corporation may decline to name an MCS Designee as a nominee for any of the following reasons (each a "Disqualification"): (i) the MCS Designee has been convicted of a felony; (ii) the MCS Designee has been named as a target in an SEC investigation due to alleged misconduct in connection with the MCS Designee's service as a director of any publicly held company (including but not limited to Purchaser); (iii) the SEC has barred the MCS Designee from service on the Board; (iv) the presence of the MCS Designee will cause the Surviving Corporation.'s Directors and Officers' insurance carrier to decline to provide coverage at standard rates, unless such coverage may be obtained from the same carrier and the Company agrees to pay for the additional premiums related to such MCS Designee's service on the Board; or (hv) From and based on a written opinion from legal counsel, it cannot nominate MCS Designee without breaching its duties to its stockholders. Likewise, the Company's stockholders (including the MCS Major Stockholders) may decline to vote for any nominee to the Board of Directors who is subject to a Disqualification for any of the reasons stated above. Upon the appointment of the MCS Designees to the Surviving Corporation Board of Directors immediately after the Effective Time, a majority of the MCS Designees during such eighteen (18) month period may remove any MCS Designee from the list of MCS Designees to be voted upon at a subsequent stockholders meeting of the Surviving Corporation, provided, however, that such MCS Designee may not be removed from his office as a director before the end of his term. If any MCS Designee is removed or resigns from the Surviving Corporation Board of Directors during the eighteen (18) month period after the Effective Time, the holders of certificates evidencing ownership of the shares of Company Stock (“Company Stock Certificates”) outstanding immediately prior to the Effective Time remaining MCS Designees shall cease to have any rights with respect to fill such shares of Company Stock except as otherwise provided for herein or under applicable Lawvacancy.