Amended and Restated Certificate definition

Amended and Restated Certificate means this Amended and Restated Certificate of Incorporation of the Corporation, as may be further amended and restated from time to time.

Amended and Restated Certificate means this Amended and Restated Certificate of Incorporation of the Corporation, as may be amended.

Amended and Restated Certificate means this Amended and Restated Certificate of Incorporation of the Corporation (including any Preferred Stock Designation, as defined below), as may be further amended and restated from time to time.

Examples of Amended and Restated Certificate in a sentence

• The Secretary of the Company shall have delivered to the Investors at the Closing Date a certificate certifying (i) the Amended and Restated Certificate of Incorporation, (ii) the Amended and Restated Bylaws, and (iii) resolutions of the Company’s Board of Directors (or an authorized committee thereof) approving this Agreement, the other Transaction Agreements, the transactions contemplated by this Agreement and the issuance of the Securities and the Pre-Funded Warrant Shares.

• The Secretary of the Company shall have delivered to the Investors at the Closing Date a certificate certifying (i) the Amended and Restated Certificate of Incorporation; (ii) the Amended and Restated Bylaws; and (iii) resolutions of the Company’s Board of Directors (or an authorized committee thereof) approving this Agreement, the other Transaction Agreements, the transactions contemplated by this Agreement and the issuance of the Securities and the Pre-Funded Warrant Shares.

• All such shares of Series A Junior Participating Preferred Stock shall upon their retirement become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board, subject to the conditions and restrictions on issuance set forth herein and in the Amended and Restated Certificate of Incorporation of the Corporation, as then in effect.

• By: /s/ Joseph Osnoss Name: Joseph Osnoss Title: President Signature Page to Agreement and Plan of Merger EXHIBIT A Form of Amended and Restated Certificate of Incorporation of Surviving Corporation AMENDED AND RESTATED of ZUORA, INC.

• At the Effective Time, the Amended and Restated Certificate of Incorporation of the Company as in effect as of the date of this Agreement (the “Company Charter”) shall be amended and restated in its entirety to read as set forth in Exhibit A (the “Amended Certificate of Incorporation”), and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended or restated as provided therein or by applicable Law, subject to Section 6.9.

More Definitions of Amended and Restated Certificate

Amended and Restated Certificate means the Amended and Restated Certificate of Incorporation of Reorganized Congoleum to become effective on the Effective Date, which shall be substantially in the form attached hereto as Exhibit “K”. The Amended and Restated Certificate will be filed as part of the Plan Supplement.

Amended and Restated Certificate means the Amended and Restated Certificate of Incorporation of New Cheetah, to be filed at the Closing.

Amended and Restated Certificate means the Amended and Restated Certificate of Incorporation of Lyondell Chemical Company that was filed with the Secretary of State of the State of Delaware on August 21, 2002.

Amended and Restated Certificate shall have the meaning set forth in Section 2.2(a).

Amended and Restated Certificate has the meaning stated in Section 4.01(f).

Amended and Restated Certificate is defined in the preamble.

Amended and Restated Certificate means the Amended and Restated Certificate of Incorporation of Reorganized Congoleum to become effective on the Effective Date, which shall be substantially in the form included in the Plan Supplement as Exhibit "A" to the Plan.