Surviving Corporation Charter. At the Effective Time, by virtue of the Merger, the certificate of incorporation of the Company shall be amended and restated in its entirety to read as set forth in Exhibit A (as so amended and restated, the “Surviving Corporation Charter”). As so amended and restated, the Surviving Corporation Charter shall, from and after the Effective Time, be the certificate of incorporation of the Surviving Corporation until thereafter amended, restated or amended and restated in accordance with, the provisions therein and applicable Law, in each case, consistent with the obligations set forth in Section 7.11.
Surviving Corporation Charter. 2.3 Tax......................................................................5.17(j) Tax Claim................................................................10.5(a) Tax Liability Amount.....................................................10.5(a) Tax Liability Notice.....................................................10.5(b) Tax Proceeding...........................................................10.5(a) Tax Return...............................................................5.17(j) 72
Surviving Corporation Charter. The Company shall change its name to Welltower OP Inc. in the Merger. At the Effective Time, the Company Charter shall be amended and restated in the Merger as set forth on Exhibit B hereto, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation (the “Surviving Corporation Charter”) until thereafter amended as provided therein or by the DGCL.
