Common use of Charter and By-Laws of Surviving Corporation Clause in Contracts

Charter and By-Laws of Surviving Corporation. From and after the Effective Time, (i) the Charter of the Company shall be amended so that Article IV of the Company's Certificate of Incorporation shall read in its entirety as follows: "The total number of shares of all classes of stock which the corporation shall have authority to issue is 100, all of which shall consist of common stock, $.01 par value per share," and as so amended, shall be the Charter of the Surviving Corporation, unless and until altered, amended or repealed as provided in the DGCL, (ii) the by-laws of Acquisition Sub shall be the by-laws of the Surviving Corporation, unless and until altered, amended or repealed as provided in the DGCL, the Charter or such by-laws, (iii) the directors of Acquisition Sub shall be the directors of the Surviving Corporation, unless and until removed, or until their respective terms of office shall have expired, in accordance with the DGCL, the Charter and the by-laws of the Surviving Corporation, as applicable and (iv) the officers of the Acquisition Sub shall be the officers of the Surviving Corporation, unless and until removed, or until their terms of office shall have expired, in accordance with the DGCL, the Charter and the by-laws of the Surviving Corporation, as applicable, except that the parties currently contemplate that Xxxx Xxxxxxx will serve as President of the Surviving Corporation following the Closing.

Charter and By-Laws of Surviving Corporation. From and after the Effective Time, (i) the Charter of the Company shall be amended so that Article IV of the Company's Certificate of Incorporation shall read in its entirety as follows: "The total number of shares of all classes of stock which the corporation shall have authority to issue is 100, all of which shall consist of common stock, $.01 par value per share," and as so amended, Acquisition Sub shall be the Charter of the Surviving Corporation, unless and until altered, amended or repealed as provided in the DGCLDelaware Statute or the Charter, (ii) the by-laws of Acquisition Sub shall be the by-laws of the Surviving Corporation, unless and until altered, amended or repealed as provided in the DGCLDelaware Statute, the Charter or such by-laws, (iii) the directors of Acquisition Sub shall be the directors of the Surviving Corporation, unless and until removed, or until their respective terms of office shall have expired, in accordance with the DGCLDelaware Statute, the Charter and the by-laws of the Surviving Corporation, as applicable and (iv) the officers of the Acquisition Sub shall be the officers of the Surviving Corporation, unless and until removed, or until their terms of office shall have expired, in accordance with the DGCLDelaware Statute, the Charter and the by-laws of the Surviving Corporation, as applicable, except that the parties currently contemplate that Xxxx Xxxxxxx will serve as President of the Surviving Corporation following the Closing.

Charter and By-Laws of Surviving Corporation. From and after the Effective Time, (i) the Charter Certificate of Incorporation (the "CHARTER") of the Company shall be amended so that Article IV of the Company's Certificate of Incorporation Four shall read in its entirety as follows: "The total number of shares of all classes of stock which the corporation shall have authority to issue is 100one thousand (1,000), all of which shall consist of common stockCommon Stock, $.01 0.01 par value per share," and ", and, as so amended, shall be the Charter of the Surviving Corporation, unless and until altered, amended or repealed as provided in the DGCLDelaware Statute, (ii) the by-laws of Acquisition Sub the Company shall be the by-laws of the Surviving Corporation, unless and until altered, amended or repealed as provided in the DGCLDelaware Statute, the Charter or such by-laws, (iii) the directors of Acquisition Sub the Company shall be the directors of the Surviving Corporation, unless and until removed, or until their respective terms of office shall have expired, in accordance with the DGCLDelaware Statute, the Charter and the by-laws of the Surviving Corporation, as applicable and (iv) the officers of the Acquisition Sub Company shall be the officers of the Surviving Corporation, unless and until removed, or until their terms of office shall have expired, in accordance with the DGCLDelaware Statute, the Charter and the by-laws of the Surviving Corporation, as applicable, except that the parties currently contemplate that Xxxx Xxxxxxx will serve as President of the Surviving Corporation following the Closing.

Charter and By-Laws of Surviving Corporation. From and after the Effective Time, (i) the Charter of Alloy as in effect immediately before the Company shall be amended so that Article IV of the Company's Certificate of Incorporation shall read in its entirety as follows: "The total number of shares of all classes of stock which the corporation shall have authority to issue is 100, all of which shall consist of common stock, $.01 par value per share," and as so amended, Effective Time shall be the Charter of the Surviving Corporation, Corporation unless and until altered, amended or repealed as provided in the DGCL, (ii) the by-laws of Acquisition Sub Alloy shall be the by-laws of the Surviving Corporation, unless and until altered, amended or repealed as provided in the DGCL, the Charter or such by-laws, (iii) the directors of Acquisition Sub Alloy shall be the directors of the Surviving Corporation, unless and until removed, or until their respective terms of office shall have expired, in accordance with the DGCL, the Charter and the by-laws of the Surviving Corporation, as applicable applicable, and (iv) the officers of the Acquisition Sub Alloy shall be the officers of the Surviving Corporation, unless and until removed, or until their terms of office shall have expired, in accordance with the DGCL, the Charter and the by-laws of the Surviving Corporation, as applicable, except that the parties currently contemplate that Xxxx Xxxxxxx will serve as President of the Surviving Corporation following the Closing.

Charter and By-Laws of Surviving Corporation. From and after the Effective Time, Time and pursuant to the Agreement of Merger: (i) the Charter of the Company shall be amended so that Article IV of the Company's Certificate of Incorporation shall read in its entirety as follows: "The total number of shares of all classes of stock which the corporation shall have authority to issue is 1001,000, all of which shall consist of common stockCommon Stock, $.01 .O1 par value per share," and ", and, as so amended, shall be the Charter of the Surviving Corporation, unless and until altered, amended or repealed as provided in the DGCLDelaware Statute, (ii) the by-laws of Acquisition Sub shall be the by-laws of the Surviving Corporation, unless and until altered, amended or repealed as provided in the DGCLDelaware Statute, the Charter or such by-laws, (iii) the directors of Acquisition Sub shall be the directors of the Surviving Corporation, unless and until removed, or until their respective terms of office shall have expired, in accordance with the DGCLDelaware Statute, the Charter and the by-laws of the Surviving Corporation, as applicable and (iv) the officers of the Acquisition Sub shall be the officers of the Surviving Corporation, unless and until removed, or until their terms of office shall have expired, in accordance with the DGCLDelaware Statute, the Charter and the by-laws of the Surviving Corporation, as applicable, except that the parties currently contemplate that Xxxx Xxxxxxx will serve as President of the Surviving Corporation following the Closing.

Charter and By-Laws of Surviving Corporation. From and after the Effective Time, Time and pursuant to the Articles of Merger: (i) the Charter of the Company shall be amended so that Article IV of the Company's Certificate of Incorporation shall read in its entirety as follows: "The total number of shares of all classes of stock which the corporation shall have authority to issue is 100, all of which shall consist of common stock, $.01 par value per share," and as so amended, Acquisition Sub shall be the Charter of the Surviving Corporation, unless and until altered, amended or repealed as provided in the DGCLVirginia Statute, (ii) the byBy-laws Laws of Acquisition Sub shall be the byBy-laws Laws of the Surviving Corporation, unless and until altered, amended or repealed as provided in the DGCLVirginia Statute, the Charter or such byBy-lawsLaws, (iii) the directors of Acquisition Sub shall be the directors of the Surviving Corporation, unless and until removed, or until their respective terms of office shall have expired, in accordance with the DGCLVirginia Statute, the Charter and the byBy-laws Laws of the Surviving Corporation, as applicable and (iv) the officers of the Acquisition Sub shall be the officers of the Surviving Corporation, unless and until removed, or until their terms of office shall have expired, in accordance with the DGCLVirginia Statute, the Charter and the byBy-laws Laws of the Surviving Corporation, as applicable, except that the parties currently contemplate that Xxxx Xxxxxxx will serve as President of the Surviving Corporation following the Closing.

Charter and By-Laws of Surviving Corporation. From and after the -------------------------------------------- Effective Time, (i) the Charter of the Company shall be amended so that Article IV of the Company's Certificate of Incorporation shall read in its entirety as follows: "The total number of shares of all classes of stock which the corporation shall have authority to issue is 100, all of which shall consist of common stock, $.01 par value per share," and as so amended, shall be the Charter of the Surviving Corporation, unless and until altered, amended or repealed as provided in the DGCL, (ii) the by-laws of Acquisition Sub shall be the by-laws of the Surviving Corporation, unless and until altered, amended or repealed as provided in the DGCL, the Charter or such by-laws, (iii) the directors of Acquisition Sub shall be the directors of the Surviving Corporation, unless and until removed, or until their respective terms of office shall have expired, in accordance with the DGCL, the Charter and the by-laws of the Surviving Corporation, as applicable and (iv) the officers of the Acquisition Sub shall be the officers of the Surviving Corporation, unless and until removed, or until their terms of office shall have expired, in accordance with the DGCL, the Charter and the by-laws of the Surviving Corporation, as applicable, except that the parties currently contemplate that Xxxx Xxxxxxx will serve as President of the Surviving Corporation following the Closing.

Charter and By-Laws of Surviving Corporation. From and after the Effective Time, Date and pursuant to the Agreement of Merger: (i) the Charter of the Company shall be amended so that Article IV and restated as of the Company's Certificate Effective Date to read as set forth in Exhibit A to the Agreement of Incorporation shall read in its entirety as follows: "The total number Merger, (ii) the By-Laws of shares of all classes of stock which the corporation shall have authority to issue is 100, all of which shall consist of common stock, $.01 par value per share," and as so amended, Company shall be the Charter By-Laws of the Surviving Corporation, unless and until altered, amended or repealed as provided in the DGCL, (ii) the by-laws of Acquisition Sub shall be the by-laws of the Surviving Corporation, unless and until altered, amended or repealed as provided in the DGCLCalifornia Statute, the Charter or such byBy-lawsLaws, (iii) the directors of Acquisition Sub shall be the directors of the Surviving Corporation, unless and until removed, or until their respective terms of office shall have expired, in accordance with the DGCLCalifornia Statute, the Charter and the byBy-laws Laws of the Surviving Corporation, as applicable applicable, and (iv) the officers of the Acquisition Sub shall be the officers of the Surviving Corporation, unless and until removed, or until their terms of office shall have expired, in accordance with the DGCLCalifornia Statute, the Charter and the byBy-laws Laws of the Surviving Corporation, as applicable, except that the parties currently contemplate that Xxxx Xxxxxxx will serve as President of the Surviving Corporation following the Closing.

Charter and By-Laws of Surviving Corporation. From and after the Effective Time, Time and pursuant to the Agreement of Merger: (i) the Charter of the Company shall be amended so that Article IV of the Company's Certificate of Incorporation shall read in its entirety as follows: "The total number of shares of all classes of stock which the corporation shall have authority to issue is 100, all of which shall consist of common stock, $.01 par value per share," and as so amended, Acquisition Sub shall be the Charter of the Surviving Corporation, unless and until altered, amended or repealed as provided in the DGCLDelaware Statute or the Charter, (ii) the by-laws of Acquisition Sub shall be the by-laws of the Surviving Corporation, unless and until altered, amended or repealed as provided in the DGCLDelaware Statute, the Charter or such by-laws, (iii) the directors of Acquisition Sub shall be the directors of the Surviving Corporation, unless and until removed, or until their respective terms of office shall have expired, in accordance with the DGCLDelaware Statute, the Charter and the by-laws of the Surviving Corporation, as applicable and (iv) the officers of the Acquisition Sub shall be the officers of the Surviving Corporation, unless and until removed, or until their terms of office shall have expired, in accordance with the DGCLDelaware Statute, the Charter and the by-laws of the Surviving Corporation, as applicable, except that the parties currently contemplate that Xxxx Xxxxxxx will serve as President of the Surviving Corporation following the Closing.

Charter and By-Laws of Surviving Corporation. From and after the Effective Time, (ia) the Charter Certificate of Incorporation of the Company shall be amended so that Article IV of the Company's Certificate of Incorporation shall read in its entirety as follows: "The total number of shares of all classes of stock which the corporation shall have authority to issue is 100, all of which shall consist of common stock, $.01 par value per share," and as so amended, shall be the Charter of the Surviving Corporation, unless and until altered, amended or repealed as provided in the DGCLNYBCL, (iib) the by-laws of Acquisition Sub the Company, as amended to provide for a board of five directors, shall be the by-laws of the Surviving Corporation, unless and until altered, amended or repealed as provided in the DGCLNYBCL, the Charter Certificate of Incorporation of the Surviving Corporation or such by-laws, (iiic) the directors of each of Acquisition Sub and the Company shall be the directors of the Surviving Corporation, unless and until removed, or until their respective terms of office shall have expired, in accordance with the DGCL, NYBCL and the Charter Certificate of Incorporation and the by-laws of the Surviving Corporation, as applicable applicable, and (ivd) the officers of the Acquisition Sub shall be the officers of the Surviving CorporationCorporation except that Xxxxxxxxxxx shall be appointed as its President and Brashares shall be appointed as its Executive Vice President, in each case unless and until removed, or until their terms of office shall have expired, in accordance with the DGCLNYBCL, the Charter Certificate of Incorporation and the by-laws of the Surviving Corporation, and the employment agreement of any such officer, as applicable, except that the parties currently contemplate that Xxxx Xxxxxxx will serve as President of the Surviving Corporation following the Closing.