Forest Surviving Corporation. At the Effective Time, by virtue of the Forest Merger, the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the certificate of incorporation and bylaws of Forest Surviving Corporation as of and after the Effective Time (until thereafter amended as provided therein or by applicable Law), except for such changes approved by Forest and New Sabine Holdings (such approval not to be unreasonably withheld, conditioned or delayed). Upon consummation of the Sabine Mergers, the certificate of incorporation and bylaws of Forest Surviving Corporation immediately prior to the Sabine Mergers Effective Time, shall be the certificate of incorporation and bylaws of the Sabine-Forest Surviving Corporation as of and after the Sabine Mergers Effective Time.
Forest Surviving Corporation. Prior to the Closing, New Forest, as the sole stockholder of Merger Sub, and Merger Sub, shall take all action necessary to elect as directors and officers of Merger Sub effective as of the Effective Time, such persons specified in writing by New Sabine Holdings. The directors of Merger Sub immediately prior to the Effective Time shall be the directors of Forest Surviving Corporation from and after the Effective Time (and Sabine-Forest Surviving Corporation from and after the Sabine Mergers Effective Time), each to hold office in accordance with the certificate of incorporation and the bylaws of Forest Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of Forest Surviving Corporation from and after the Effective Time (and Sabine-Forest Surviving Corporation from and after the Sabine Mergers Effective Time), each to hold office in accordance with the certificate of incorporation and bylaws of Forest Surviving Corporation and, following the Sabine Mergers Effective Time, the certificate of incorporation and bylaws of Sabine-Forest Surviving Corporation.
