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

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Amended and Restated 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 Article FOURTH of the Company Charter reads in its entirety as follows: "The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, par value $.01 per share." 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 By-laws of the Company, as amended (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 and the DGCL. (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. (c) As of the Effective Time, Parent's board of directors shall elect Xxxxx X. Xxxx and J. Xxxxxxx Xxxx as members of the board of directors of Parent, to hold such office until the earlier of resignation or removal or until their respective successors are duly elected and qualified. (d) As of the Effective Time, Parent's board of directors shall elect Xxxxx X. Xxxx to become the Vice-Chairman of Parent, to hold such office until the earlier of resignation or removal or until his successor is duly elected and qualified.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Amended and Restated 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 Article FOURTH of the Company Charter IV reads in its entirety as follows: "The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, $0.01 par value $.01 per sharevalue." 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 By-laws Bylaws of the Company, as amended (the "Company Bylaws")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 in the Company Charter and Certificate of Incorporation of the DGCLSurviving Corporation. (b) The directors of Sub at the Effective Time of the Merger shall be the directors of the Surviving Corporation and the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation, in each case until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be. (c) Effective at the Effective Time, Parent's Board of Directors shall consist of the eight individuals listed on Exhibit C and a ninth director to the extent designated by the Company prior to the filing of the Registration Statement (as hereinafter defined), and Xxxxx X. XxXxxxxx shall continue as Parent's Chief Executive Officer, in each case, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be. The officers Parent shall use its best reasonable efforts to effect the provision of this Section 1.5(c). Parent's obligations with respect to the election of the Company at the Effective Time Company's designees to Parent's Board of Directors shall be subject to Section 14(f) of the Merger Exchange Act (as hereinafter defined) and Rule 14f-1 promulgated thereunder. The Company shall supply to Parent in writing and be solely responsible for any information specifically provided by it with respect to its director nominees required by Section 14(f) and Rule 14f-1 for use in the officers of Proxy Statement (as hereinafter defined), and Parent agrees to include such information in 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. (c) As of the Effective Time, Parent's board of directors shall elect Xxxxx X. Xxxx and J. Xxxxxxx Xxxx as members of the board of directors of Parent, to hold such office until the earlier of resignation or removal or until their respective successors are duly elected and qualifiedProxy Statement. (d) As of The parties currently intend that following the Effective TimeMerger, Parent's board of directors Parent shall elect Xxxxx X. Xxxx continue to become maintain its headquarters and principal operations in the Vice-Chairman of ParentChicago, to hold such office until the earlier of resignation or removal or until his successor is duly elected and qualifiedIllinois metropolitan area.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Fifth Amended and Restated 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 Article FOURTH of the Company Charter reads in its entirety as follows: "“The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, $0.01 par value $.01 per sharevalue” and Article SIXTH Subsection (a) reads in its entirety as follows: “Any action required to be taken by the stockholders of the Corporation may be taken by written consent of holders of common stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted." ” 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 By-laws Bylaws of the Company, as amended (the "Company Bylaws")Sub, as in effect immediately prior to the Effective Time Time, shall be become the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by in the Company Charter and Certificate of Incorporation of the DGCLSurviving Corporation. (ba) 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. (c) As of the Effective Time, Parent's board of directors shall elect Xxxxx X. Xxxx and J. Xxxxxxx Xxxx as members of the board of directors of Parent, to hold such office until the earlier of resignation or removal or until their respective successors are duly elected and qualified. (d) As of the Effective Time, Parent's board of directors shall elect Xxxxx X. Xxxx to become the Vice-Chairman of Parent, to hold such office until the earlier of resignation or removal or until his successor is duly elected and qualified.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Amended and Restated 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 Article FOURTH of the Company Charter IV reads in its entirety as follows: "“The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, $0.01 par value $.01 per sharevalue." ” 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 By-laws Bylaws of the Company, as amended (the "Company Bylaws")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 in the Company Charter and Certificate of Incorporation of the DGCLSurviving Corporation. (b) The directors of Sub at the Effective Time of the Merger shall be the directors of the Surviving Corporation and the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation, in each case until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be. (c) Effective at the Effective Time, Parent’s Board of Directors shall consist of the eight individuals listed on Exhibit C and a ninth director to the extent designated by the Company prior to the filing of the Registration Statement (as hereinafter defined), and Jxxxx X. XxXxxxxx shall continue as Parent’s Chief Executive Officer, in each case, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be. The officers Parent shall use its best reasonable efforts to effect the provision of this Section 1.5(c). Parent’s obligations with respect to the election of the Company at the Effective Time Company’s designees to Parent’s Board of Directors shall be subject to Section 14(f) of the Merger Exchange Act (as hereinafter defined) and Rule 14f-1 promulgated thereunder. The Company shall supply to Parent in writing and be solely responsible for any information specifically provided by it with respect to its director nominees required by Section 14(f) and Rule 14f-1 for use in the officers of Proxy Statement (as hereinafter defined), and Parent agrees to include such information in 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. (c) As of the Effective Time, Parent's board of directors shall elect Xxxxx X. Xxxx and J. Xxxxxxx Xxxx as members of the board of directors of Parent, to hold such office until the earlier of resignation or removal or until their respective successors are duly elected and qualifiedProxy Statement. (d) As of The parties currently intend that following the Effective TimeMerger, Parent's board of directors Parent shall elect Xxxxx X. Xxxx continue to become maintain its headquarters and principal operations in the Vice-Chairman of ParentChicago, to hold such office until the earlier of resignation or removal or until his successor is duly elected and qualifiedIllinois metropolitan area.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Amended and Restated 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 Article FOURTH of the Company Charter reads to read as set forth in its entirety as follows: "The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, par value $.01 per share." Exhibit A hereto. As so amended, the Company Charter shall be the Restated Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the By-laws Bylaws of the Company, as amended (the "“Company Bylaws"”), as in effect immediately prior to the Effective Time shall be amended and restated as set forth in Exhibit B hereto. As so amended and restated, the Company Bylaws shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the Company Charter and the DGCLapplicable law. (b) The directors director of Sub at the Effective Time of the Merger shall be the directors director of the Surviving Corporation, until the earlier of their his resignation or removal or until their his respective successors are successor is 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. (c) As of the Effective Time, Parent's board of directors shall elect Xxxxx X. Xxxx and J. Xxxxxxx Xxxx as members of the board of directors of Parent, to hold such office until the earlier of resignation or removal or until their respective successors are duly elected and qualified. (d) As of the Effective Time, Parent's board of directors shall elect Xxxxx X. Xxxx to become the Vice-Chairman of Parent, to hold such office until the earlier of resignation or removal or until his successor is duly elected and qualified.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Fifth Amended and Restated 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 Article FOURTH of the Company Charter reads in its entirety as follows: "The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, $0.01 par value $.01 per sharevalue" and Article SIXTH Subsection (a) reads in its entirety as follows: "Any action required to be taken by the stockholders of the Corporation may be taken by written consent of holders of common stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted." 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 By-laws Bylaws of the Company, as amended (the "Company Bylaws")Sub, as in effect immediately prior to the Effective Time Time, shall be become the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by in the Company Charter and Certificate of Incorporation of the DGCLSurviving Corporation. (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. (c) As of the Effective Time, Parent's board of directors shall elect Xxxxx X. Xxxx and J. Xxxxxxx Xxxx as members of the board of directors of Parent, to hold such office until the earlier of resignation or removal or until their respective successors are duly elected and qualified. (d) As of the Effective Time, Parent's board of directors shall elect Xxxxx X. Xxxx to become the Vice-Chairman of Parent, to hold such office until the earlier of resignation or removal or until his successor is duly elected and qualified.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Amended and Third Restated 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 (i) Article FOURTH of the Company Charter reads in its entirety as follows: "The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, par value $.01 per share." ". 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 By-laws of the Company, as amended Company (the "Company 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 Charter and the DGCLCharter. (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. (c) As of the Effective Time, Parent's board of directors shall elect Xxxxx X. Xxxx and J. Xxxxxxx Xxxx as members of the board of directors of Parent, to hold such office until the earlier of resignation or removal or until their respective successors are duly elected and qualified. (d) As of the Effective Time, Parent's board of directors shall elect Xxxxx X. Xxxx to become the Vice-Chairman of Parent, to hold such office until the earlier of resignation or removal or until his successor is duly elected and qualified.