Common use of Surviving Corporation Matters Clause in Contracts

Surviving Corporation Matters. (a) At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, but as amended as set forth on Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with applicable Law. (b) At the Effective Time, the bylaws of the Surviving Corporation shall be amended so as to read in their entirety as the by-laws of Acquisition Sub as in effect immediately prior to the Effective Time, except the references to Acquisition Sub’s name shall be replaced by references to “Geeknet, Inc.” until further amended in accordance with the provisions thereof and applicable Law. (c) From and after the Effective Time, until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal: (i) the directors of Acquisition Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Acquisition Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation.

Surviving Corporation Matters. (a) At the Effective Time, the certificate of incorporation of the Company, as Company shall be amended and restated to read in effect immediately prior to the Effective Time, but as amended its entirety as set forth on Exhibit A heretoA, and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with applicable Law. (b) At the Effective Time, the bylaws of the Surviving Corporation shall be amended so as and restated to read in their entirety as the by-laws bylaws of Acquisition Merger Sub as in effect immediately prior to the Effective Time, except the references to Acquisition Merger Sub’s name shall be replaced by references to “GeeknetNationstar Mortgage Holdings Inc.”, Inc.” until further amended in accordance with the provisions thereof and applicable Law. (c) From and after the Effective Time, until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation resignation, incapacity or removal: (i) the directors of Acquisition Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and (ii) the officers of the Acquisition Sub Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation.

Surviving Corporation Matters. (a) At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, but as amended as set forth on Exhibit A B hereto, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with applicable Law. (b) At the Effective Time, the bylaws of the Surviving Corporation shall be amended so as to read in their entirety as the by-laws of Acquisition Merger Sub as in effect immediately prior to the Effective Time, except the references to Acquisition Merger Sub’s name shall be replaced by references to “GeeknetResource America, Inc.” until further amended in accordance with the provisions thereof and applicable Law. (c) From and after the Effective Time, until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal: (i) the directors of Acquisition Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and (ii) the officers of the Acquisition Sub immediately prior to the Effective Time shall be the initial officers of the Surviving CorporationCorporation shall be those individuals designated by Parent.

Surviving Corporation Matters. (a) At the Effective Time, the certificate of incorporation of the Company, as Company shall be amended and restated to read in effect immediately prior to the Effective Time, but as amended its entirety as set forth on Exhibit A B hereto, and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with applicable Law. (b) At the Effective Time, the bylaws of the Surviving Corporation shall be amended so as and restated to read in their entirety as the by-laws bylaws of Acquisition Merger Sub as in effect immediately prior to the Effective Time, except the references to Acquisition Merger Sub’s 's name shall be replaced by references to “Geeknet, Inc.” until further amended the name set forth in accordance with the provisions thereof and applicable Law.form of certificate of incorporation as set forth on (c) From and after the Effective Time, until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation resignation, incapacity or removal: (i) the directors of Acquisition Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and (ii) the officers of the Acquisition Sub Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation.

Surviving Corporation Matters. (a) At the Effective Time, the certificate of incorporation of the Company, as Surviving Corporation shall be amended and restated to read in effect immediately prior to the Effective Time, but as amended its entirety as set forth on in Exhibit A heretoA, and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with applicable Law. (b) At the Effective Time, the bylaws of the Surviving Corporation shall be amended so as and restated to read in their entirety as the by-laws bylaws of Acquisition Merger Sub as in effect immediately prior to the Effective Time, in the form attached hereto as Exhibit B, except the references to Acquisition Merger Sub’s name shall be replaced by references to “GeeknetResolute Forest Products Inc.”, Inc.” and as so amended and restated shall be the bylaws of the Surviving Corporation until further amended in accordance with the provisions thereof and applicable Law. (c) From and after the Effective Time, until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation resignation, incapacity or removal: (i) the directors of Acquisition Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and (ii) the officers of the Acquisition Sub Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation.

Surviving Corporation Matters. (a) At the Effective Time, the certificate of incorporation of the Company, as Company shall be amended and restated to read in effect immediately prior to the Effective Time, but as amended its entirety as set forth on Exhibit A hereto, and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with applicable Law. (b) At the Effective Time, the bylaws of the Surviving Corporation shall be amended so as and restated to read in their entirety as the by-laws bylaws of Acquisition Sub Purchaser as in effect immediately prior to the Effective Time, except the references to Acquisition SubPurchaser’s name shall be replaced by references to “GeeknetTime Inc.”, Inc.” until further amended in accordance with the provisions thereof and applicable Law. (c) From The Parties shall take all necessary action such that, from and after the Effective Time, until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation resignation, incapacity or removal: (i) the directors of Acquisition Sub Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and (ii) the officers of the Acquisition Sub Purchaser immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation.

Surviving Corporation Matters. (a) At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, but as amended as set forth on Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with applicable Law. (ba) At the Effective Time, the bylaws of the Surviving Corporation shall be amended so as to read in their entirety as the by-laws of Acquisition Sub as in effect immediately prior to the Effective Time, except the references to Acquisition Sub’s name shall be replaced by references to “Geeknet, Inc.” until further amended in accordance with the provisions thereof and applicable Law. (cb) From and after the Effective Time, until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal: (i) the directors of Acquisition Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Acquisition Sub Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation.

Surviving Corporation Matters. (a) At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, but as amended as set forth on Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with applicable Law. (b) At the Effective Time, the bylaws of the Surviving Corporation shall be amended so as to read in their entirety as the by-laws of Acquisition Sub Merger Corp as in effect immediately prior to the Effective Time, except the references to Acquisition SubMerger Corp’s name shall be replaced by references to “GeeknetX. X. Xxxx, Inc.” until further amended in accordance with the provisions thereof and applicable Law. (c) From and after the Effective Time, until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal: (i) the directors of Acquisition Sub Merger Corp immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Acquisition Sub Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation.

Surviving Corporation Matters. (a) At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, but as amended as set forth on Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with applicable Law. (b) At the Effective Time, the bylaws of the Surviving Corporation shall be amended so as to read in their entirety as the by-laws of Acquisition Sub Merger Corp as in effect immediately prior to the Effective Time, except the references to Acquisition SubMerger Corp’s name shall be replaced by references to “Geeknet, Inc.CareFusion Corporation” until further amended in accordance with the provisions thereof and applicable Law. (c) From and after the Effective Time, until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal: (i) the directors of Acquisition Sub Merger Corp immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Acquisition Sub Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation.