Parent Certificate of Incorporation. At the Effective Time, the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended as provided by applicable Law and such certificate of incorporation; provided, however, that at or immediately prior to the Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of Parent to “CervoMed Inc.”, (ii) effect the Parent Reverse Split (to the extent Parent and the Company mutually agree is applicable and necessary to meet the requirements, if any, for the Nasdaq Listing Application), and (iii) make such other changes as shall be mutually agreed upon by Parent and the Company prior to filing such amendment.
Parent Certificate of Incorporation. Parent hereby covenants and agrees that, at Closing, Parent’s (a) Certificate of Incorporation shall be amended and restated in the form attached hereto as Exhibit H-1 (the “A&R Certificate of Incorporation”), and (b) Bylaws shall be amended and restated in the form attached hereto as Exhibit H-2 (the “A&R Bylaws”). Following the Closing Date, Parent shall not allow an amendment or modification to Section 4.06 of the A&R Certificate of Incorporation without the approval of a majority of Parent’s Board of Directors, which shall include the affirmative vote of Xxxxx Xxxxxxx (if and to the extent he is a member of Parent’s Board of Directors) for so long as the Principal Stockholder and its Affiliates (each as defined in the Stockholder Agreement and Section 6.01 of the A&R Certificate of Incorporation, respectively) directly or indirectly owns more than five percent (5%) of the then issued and outstanding aggregate shares of Parent Class A Common Stock and Parent Class B Common Stock. Following the Closing Date, Parent shall not allow an issuance of equity of Parent Class A Common Stock, Class B Common Stock, or warrants, rights, or options to purchase securities of Parent that would dilute CBA Member below twenty-five percent (25%) of the issued and outstanding aggregate shares of Parent Class A Common Stock and Parent Class B Common Stock without the approval of a majority of Parent’s Board of Directors, which shall include the affirmative vote of Xxxxx Xxxxxxx (if and to the extent he is a member of Parent’s Board of Directors) for so long as the Principal Stockholder and its Affiliates (each as defined in the Stockholder Agreement and Section 6.01 of the A&R Certificate of Incorporation, respectively) directly or indirectly owns more than five percent (5%) of the then issued and outstanding aggregate shares of Parent Class A Common Stock and Parent Class B Common Stock.
Parent Certificate of Incorporation. Pursuant to the terms of the Merger Agreement, the Parent Certificate of Incorporation, attached thereto as Exhibit A, may be changed as agreed in writing by Parent and the Company. Parent and the Company hereby agree to revise the Parent Certificate of Incorporation to, among other things, increase the number of authorized shares of preferred stock set forth therein from 10,000,000 to 45,000,000 and, as a result, to increase the total number of shares of all classes of stock that the Company shall have the authority to issue from 750,000,000 to 785,000,000. The Parent Certificate of Incorporation as so modified is attached hereto as Appendix A and hereby supersedes and replaces in its entirety the Parent Certificate of Incorporation previously attached to the Merger Agreement as Exhibit A.
Parent Certificate of Incorporation. 2 Parent Common Stock.................. 2
Parent Certificate of Incorporation. The board of directors and stockholders of Parent shall have taken all requisite corporate action, prior to the Effective Time, to approve and adopt a restated certificate of incorporation, in substantially the form of Exhibit G hereto, to be filed with the Secretary of State of the State of Delaware immediately following the Effective Time, subject to compliance with Section 14(c) of the Exchange Act and the rules and regulations promulgated thereunder.
Parent Certificate of Incorporation. At the Blocker Merger Effective Time, by virtue of the Blocker Merger, the Parent Certificate of Incorporation shall be amended and restated in its entirety to be in the form of the A&R Parent Certificate of Incorporation, which, from and after the Blocker Merger Effective Time shall be the certificate of incorporation of Parent until duly amended in accordance with its terms and Delaware Law.
Parent Certificate of Incorporation. Immediately prior to the Effective Time, Parent will amend and restate its Certificate of Incorporation to contain substantially the same terms, rights, powers and preferences set forth in the Marquee Certificate of Incorporation immediately prior to the Effective Time, and at the Effective Time, Parent will cancel the one outstanding share of Parent capital stock outstanding immediately prior to the Effective Time.
Parent Certificate of Incorporation. As of the Effective Time, the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until thereafter amended in accordance with its terms and as provided by applicable Law; provided, however, that, prior to the Effective Time, Parent shall file an amendment to its the certificate of incorporation to effect the Nasdaq Reverse Stock Split (to the extent applicable and necessary) and the Authorized Share Increase Proposal, and at the Effective Time, Parent shall file an amendment to the certificate of incorporation to (i) change the name of Parent to “Kalaris Therapeutics, Inc.” and (ii) make such other changes as mutually agreeable to Parent and the Company.
Parent Certificate of Incorporation. Parent shall cause the certificate of incorporation of Parent to be amended and restated in the form of the Parent Amended Charter as of immediately prior to the First Effective Time and as of the First Effective Time, the certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the First Effective Time.
Parent Certificate of Incorporation. The certificate of incorporation of Parent Merger Sub will be the certificate of incorporation of the Parent Surviving Entity until amended in accordance with applicable law, except that, as of the Effective Time, such certificate of incorporation will be amended so that the name of the Parent Surviving Entity is ICG, Inc.
