Common use of Charter and Bylaws; Directors and Officers Clause in Contracts

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Second Restated and Amended Certificate of Incorporation, as amended, of the Company (the "Company Charter") shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the Company Charter. (b) The directors of Sub at the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company at the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Second Restated and Amended Certificate of Incorporation, as amended, Incorporation of the Company (the "Company Charter") shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At The Bylaws of Acquiror in effect at the Effective TimeTime will be adopted by, the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, shall will be the Bylaws of of, the Surviving Corporation until thereafter changed or amended as provided therein or by the Company Charterapplicable law. (b) The directors of Sub Acquiror at the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company at the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Second Restated and Amended Certificate of Incorporation, as amended, of the Company (the "Company Charter") shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the Company Charter. (b) The directors of Sub at the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company at the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Second Restated and Amended Certificate of Incorporation, as amended, Incorporation of the Company Sub (the "Company Sub Charter") ), as in effect at the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable lawlaw except that the name of the Surviving Corporation shall initially be "MFN Financial Corporation". At the Effective Time, the Amended and Restated Bylaws of the Company, Sub as in effect immediately prior to at the Effective Time, Time shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the Company Charterin accordance with applicable law. (b) The directors of Sub at the Effective Time of the Merger shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company Sub at the Effective Time of the Merger shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Second Restated and Amended Certificate The Articles of Incorporation, as amended, Incorporation of the Company (in effect at the "Company Charter") Effective Time will be amended in its entirety at the Effective Time to read as set forth in EXHIBIT C hereto and shall be the Certificate Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At The Bylaws of Sub in effect at the Effective Time, the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, shall Time will be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the Company Charterapplicable law. (b) The directors of the Sub at the Effective Time shall automatically, and without further action, be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company Sub at the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Second Restated and Amended Certificate of Incorporation, as amended, Incorporation of the Company Sub (the "Company Charter") as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the Amended and Restated Bylaws of the Company, Sub as in effect immediately prior to the Effective Time, Time shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the Company Chartertherein. (b) The directors of Sub at immediately prior to the Effective Time shall be the directors of the Surviving CorporationCorporation at the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company Sub immediately prior to at the Effective Time of the Merger shall be the officers of the Surviving CorporationCorporation at the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Second Restated and Amended Certificate of Incorporation, as amended, Incorporation of the Company Sub (the "Company Sub Charter") ), as in effect at the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. law except that the name of the Surviving Corporation shall initially be "The Finance Company" At the Effective Time, the Amended and Restated Bylaws of the Company, Sub as in effect immediately prior to at the Effective Time, Time shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the Company Charterin accordance with applicable law. (b) The directors of Sub at the Effective Time of the Merger shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company Sub at the Effective Time of the Merger shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Second Restated and Amended Certificate of Incorporation, as amended, of the Company (the "Company Charter") shall be the The Certificate of Incorporation of the Surviving Corporation shall automatically, and without further action, be amended as necessary at the Effective Time to read the same as the Certificate of Incorporation attached hereto as Exhibit D. The Bylaws of the Surviving Corporation shall without further action by the Company or its stockholders be amended as necessary at the Effective Time to read the same as the Bylaws of Acquisition Sub in effect at the Effective Time until thereafter changed or amended as provided therein or by and in accordance with applicable law. At the Effective Time, the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the Company Charter. (b) The directors of Acquisition Sub at the Effective Time shall without further action by the Company or its stockholders be the directors of the Surviving Corporation, until the earlier of their resignation resignation, death or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company Acquisition Sub at the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or resignation, death, removal or until their respective successors are duly elected and qualified, as the case may be.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Second Restated and Amended Certificate of Incorporation, as amended, Incorporation of the Company (the "Company Charter") shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the Company Charter. (b) The directors of Sub at the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company at the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Second Restated and Amended Certificate of Incorporation, as amended, as further amended to read in its entirety as indicated on the attached Exhibit C, of the Company (the "Company Charter") shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the Amended and Restated Bylaws of the CompanySub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the Company CharterCharter or applicable law. (b) The directors of Sub at the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company at the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Second Restated and Amended Certificate of Incorporation, as amended, Incorporation of the Company (the "Company Charter") ), as in effect at the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the Amended and Restated Bylaws of Sub (the Company, "Sub Bylaws") as in effect immediately prior to the Effective Time, Time shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the Company Charterin accordance with applicable law. (b) The directors of Sub at the Effective Time shall shall, immediately after the Effective Time, be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company Sub at the Effective Time shall shall, immediately after the Effective Time, be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Second Restated and Amended Certificate Articles of Incorporation, as amended, of the Company (the "Company Charter") shall be the Certificate Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the Company Charter. (b) The directors of Sub at the Effective Time of the Merger shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company at the Effective Time of the Merger shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Charter and Bylaws; Directors and Officers. (a) At the ------------------------------------------- Effective Time, the Second Restated and Amended Certificate Articles of Incorporation, as amended, of the Company (the "Company Charter") shall be the Certificate Articles of Incorporation of --------------- the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the Company Charter. (b) The directors of Sub at the Effective Time of the Merger shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company at the Effective Time of the Merger shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Second Amended and Restated and Amended Certificate of Incorporation, as amended, Incorporation of the Company (the "Company Charter") shall be amended in its entirety to read as set forth in Exhibit C attached hereto and shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At The By- laws of Sub in effect at the Effective TimeTime will be adopted by, the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, shall will be the Bylaws of By-laws of, the Surviving Corporation until thereafter changed or amended as provided therein or by the Company Charterapplicable law. (b) The directors of Sub at the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company at the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Second Amended and Restated and Amended Certificate of Incorporation, as amended, Incorporation of the Company (the "Company Charter") ), as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the Amended and Restated Bylaws By-laws of the CompanyCompany (the "Company Bylaws"), as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the Company Charter. (b) The directors of Sub at the Effective Time of the Merger shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company at the Effective Time of the Merger shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Second Restated and Amended Certificate of IncorporationIncorporation of the Company, as amended, of in effect immediately prior to the Company Effective Time (the "Company Charter") ), shall be amended in its entirety to be in the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended form as provided therein or by applicable lawset forth in Schedule 1 hereto. At the Effective Time, the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective TimeTime (the "Company Bylaws"), shall be amended in their entirety to be in the Bylaws of the Surviving Corporation until thereafter changed or amended form as provided therein or by the Company Charterset forth in Schedule 2 hereto. (b) The directors of Sub at the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company at the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, : (a) the Second Restated and Amended Certificate of IncorporationIncorporation of the Company, as amended, of as in effect immediately prior to the Company (the "Company Charter") Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At law and such Certificate of Incorporation; (b) the Effective Time, the Amended and Restated Bylaws By-laws of the Company, as in effect immediately prior to the Effective Time, shall be the Bylaws By-laws of the Surviving Corporation until thereafter changed or amended as provided therein by law, the Certificate of Incorporation of the Surviving Corporation or by such By-laws; (c) the directors of the Company Charter. (b) The directors of Sub at immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, until the their successors are duly elected or appointed and qualified, or until their earlier of their death, resignation or removal in accordance with the Surviving Corporation’s Certificate of Incorporation or By-laws; and (d) the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until their respective successors are duly elected and qualified, as the case may be. The officers of the Company at the Effective Time shall be the officers of or until their earlier death, resignation or removal in accordance with the Surviving Corporation, until the earlier ’s Certificate of their resignation Incorporation or removal or until their respective successors are duly elected and qualified, as the case may beBy-laws.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Second Restated and Amended Certificate of Incorporation, as amended, of the Company (the "“Company Charter") ”), as in effect immediately prior to the Effective Time, shall be amended so that it reads in its entirety as set forth in the attached Exhibit C. As so amended, the Company Charter shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the Amended and Restated Bylaws of the CompanySub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by in the Company CharterCertificate of Incorporation of the Surviving Corporation. (b) The directors and officers of Sub at the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company at the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Charter and Bylaws; Directors and Officers. (a) At the ------------------------------------------- Effective Time, the Second Amended and Restated and Amended Certificate Articles of Incorporation, as amended, of the Company (the "Company Charter") shall be the Certificate Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the Company CharterArticles of Incorporation. (b) The directors of Sub at the Effective Time of the Merger shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company at the Effective Time of the Merger shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.