Common use of Organizational Documents; Subsidiary Arrangements Clause in Contracts

Organizational Documents; Subsidiary Arrangements. (a) At the Effective Time, (i) the Certificate of Incorporation of the TopCo shall be amended to reflect the name agreed as contemplated by Section 2.1 and to otherwise read as set forth on Exhibit A hereto, and (ii) the By-laws of TopCo shall be amended to read as set forth on Exhibit B hereto, in each case until thereafter amended in accordance with Applicable Law. (b) At the Effective Time, the RockTenn Articles of Incorporation and the By-laws of RockTenn shall be amended to read in their entirety as the Articles of Incorporation of RockTenn Merger Sub and the By-laws of the RockTenn Surviving Corporation, respectively (except that references to the name of RockTenn Merger Sub shall be replaced by references to the name of RockTenn), in each case until thereafter amended in accordance with Applicable Law. (c) The directors of RockTenn Merger Sub immediately prior to the Effective Time shall be the directors of the RockTenn 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 RockTenn immediately prior to the Effective Time shall be the officers of the RockTenn Surviving Corporation, 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. (d) The Certificate of Formation and Limited Liability Company Agreement of MWV Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Formation and Limited Liability Company Agreement, respectively, of the MWV Surviving Company (except that references to the name of MWV Merger Sub shall be replaced by references to the name of MWV), in each case until thereafter amended in accordance with Applicable Law. (e) The managers of MWV Merger Sub immediately prior to the Effective Time shall be the managers of the MWV Surviving Company, 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 MWV immediately prior to the Effective Time shall be the officers of the MWV Surviving Company, 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.

Organizational Documents; Subsidiary Arrangements. (a) At the Effective Time, (i) the Diamond Certificate of Incorporation and the Bylaws of Diamond shall be amended to read in their entirety as the Certificate of Incorporation of Diamond Merger Sub and the TopCo Bylaws of the Diamond Merger Sub, respectively (except that references to the name of Diamond Merger Sub shall be amended replaced by references to reflect the name agreed as contemplated by Section 2.1 and to otherwise read as set forth on Exhibit A hereto, and (ii) the By-laws of TopCo shall be amended to read as set forth on Exhibit B heretoDiamond), in each case until thereafter amended in accordance with Applicable Law. (b) At the Effective Time, the RockTenn Articles of Incorporation and the By-laws of RockTenn shall be amended to read in their entirety as the Articles of Incorporation of RockTenn Merger Sub and the By-laws of the RockTenn Surviving Corporation, respectively (except that references to the name of RockTenn Merger Sub shall be replaced by references to the name of RockTenn), in each case until thereafter amended in accordance with Applicable Law. (c) The directors of RockTenn Diamond Merger Sub immediately prior to the Effective Time shall be the directors of the RockTenn Diamond 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 RockTenn Diamond immediately prior to the Effective Time shall be the officers of the RockTenn Diamond Surviving Corporation, 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. (dc) The Certificate of Formation and Limited Liability Company Agreement of MWV Merger Sub, as in effect immediately prior to At the Effective Time, the Orion Certificate of Incorporation and the Bylaws of Orion shall be amended to read in their entirety as the Certificate of Formation and Limited Liability Company Agreement, respectively, Incorporation of Orion Merger Sub (except in the case that the Orion Preferred Stock remains outstanding as of the MWV Surviving Company Effective Time, in which case the Certificate of Incorporation shall be amended to read in its entirety as substantially set forth on Exhibit C hereto) and the Bylaws of Orion Merger Sub, respectively (except that references to the name of MWV Orion Merger Sub shall be replaced by references to the name of MWVOrion), in each case until thereafter amended in accordance with Applicable Law. (ed) The managers directors of MWV Orion Merger Sub immediately prior to the Effective Time shall be the managers directors of the MWV Orion Surviving CompanyCorporation, 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 MWV Orion immediately prior to the Effective Time shall be the officers of the MWV Orion Surviving CompanyCorporation, 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.

Organizational Documents; Subsidiary Arrangements. (a) At The parties shall take all necessary actions so that, at the Effective Time, (i) subject in the case of the T-Mobile Certificate of Incorporation to the T-Mobile Charter Amendment Approval, the T-Mobile Certificate of Incorporation and the TopCo Bylaws of T-Mobile shall be amended and restated in their entirety to reflect be in the name agreed forms attached hereto as contemplated by Section 2.1 and to otherwise read as set forth on Exhibit A heretoand Exhibit B, and (ii) the By-laws of TopCo shall be amended to read as set forth on Exhibit B heretorespectively, in each case until thereafter amended in accordance with Applicable their respective terms and applicable Law. (b) At The parties shall take all necessary actions so that, at the Effective Time, the RockTenn Articles Sprint Certificate of Incorporation and the By-laws Bylaws of RockTenn Sprint shall be amended to read and restated in their entirety as to be in the Articles forms of the Certificate of Incorporation and Bylaws, respectively, of RockTenn Merger Sub and as in effect immediately prior to the By-laws of the RockTenn Surviving Corporation, respectively Effective Time (except that references to (i) the name of RockTenn Merger Sub the Surviving Corporation shall be replaced by references “Sprint Corporation” and (ii) the reference to the name incorporator will be removed) and, as so amended and restated, shall be the Certificate of RockTenn)Incorporation and Bylaws, respectively, of the Surviving Corporation, in each case until thereafter amended in accordance with Applicable their respective terms and applicable Law. (c) The parties shall take all actions necessary so that the directors of RockTenn Merger Sub immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the directors of the RockTenn Surviving CorporationCorporation until their successors have been duly elected or appointed and qualified or until their earlier death, until the earlier of their resignation or removal or until their respective successors are duly elected in accordance with the Certificate of Incorporation and qualified, as the case may beBylaws of the Surviving Corporation. The parties shall take all actions necessary so that the officers of RockTenn immediately prior to Sprint at the Effective Time shall shall, from and after the Effective Time, be the officers of the RockTenn Surviving Corporation, until the earlier of their resignation or removal or Corporation until their respective successors are have been duly elected or appointed and qualifiedqualified or until their earlier death, as resignation or removal in accordance with the case may beCertificate of Incorporation and the Bylaws of the Surviving Corporation. (d) The Certificate limited liability company agreement of Formation and Limited Liability Merger Company Agreement of MWV Merger Sub, as in effect immediately prior to the SoftBank US Mergers Effective Time, Time shall be the Certificate of Formation and Limited Liability Company Agreement, respectively, limited liability company agreement of the MWV SoftBank Surviving Company (except that references to Entity from and after the name of MWV Merger Sub shall be replaced by references to the name of MWV), in each case SoftBank US Mergers Effective Time until thereafter amended in accordance with Applicable its terms and applicable Law. (e) The managers officers of MWV Merger Sub immediately prior to Company at the SoftBank US Mergers Effective Time shall be shall, from and after the managers of the MWV Surviving CompanySoftBank US Mergers 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 MWV immediately prior to the Effective Time shall be the officers of the MWV SoftBank Surviving CompanyEntity until their successors shall have been duly elected, appointed or qualified or until the their earlier of their death, resignation or removal or until their respective successors are duly elected or appointed in accordance with the limited liability company agreement of the SoftBank Surviving Entity and qualified, as the case may beapplicable Law.

Organizational Documents; Subsidiary Arrangements. (a) At the Effective Time, (i) the Certificate of Incorporation of the TopCo shall be amended to reflect the name agreed as contemplated by Section 2.1 and to otherwise read as set forth on Exhibit A hereto, and (ii) the By-laws of TopCo shall be amended to read as set forth on Exhibit B hereto, in each case until thereafter amended in accordance with Applicable Law. (b) At the Effective Time, the RockTenn Articles of Incorporation and the By-laws of RockTenn shall be amended to read in their entirety as the Articles of Incorporation of RockTenn Merger Sub and the By-laws of the RockTenn Surviving Corporation, respectively (except that references to the name of RockTenn Merger Sub shall be replaced by references to the name of RockTenn), in each case until thereafter amended in accordance with Applicable Law. (c) The directors of RockTenn Merger Sub immediately prior to the Effective Time shall be the directors of the RockTenn 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 RockTenn immediately prior to the Effective Time shall be the officers of the RockTenn Surviving Corporation, 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. (d) The At the Effective Time, the MWV Certificate of Formation Incorporation and Limited Liability Company Agreement the Bylaws of MWV Merger SubMWV, each as in effect immediately prior to the Effective Time, shall be the Certificate of Formation Incorporation and Limited Liability Company Agreement, respectively, Bylaws of the MWV Surviving Company (except that references to the name of MWV Merger Sub shall be replaced by references to the name of MWV), in each case until thereafter amended in accordance with Applicable LawCompany. (e) The managers of MWV Merger Sub immediately prior to the Effective Time shall be the managers of the MWV Surviving Company, 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 MWV immediately prior to the Effective Time shall be the officers of the MWV Surviving Company, 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.