A&R Certificate of Incorporation definition

A&R Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of Parent, as filed on the Closing Date with the Secretary of the State of Delaware and as the same may be amended, modified, supplemented or restated from time to time

A&R Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of Holdings dated as of October 8, 2018.

A&R Certificate of Incorporation means the Second Amended and Restated Certificate of Incorporation of the Company, dated as of the date hereof, as it may be amended, supplemented, restated and/or modified from time to time.

Examples of A&R Certificate of Incorporation in a sentence

• Except as otherwise provided in this Second A&R Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board.

• Notwithstanding anything in this Second A&R Certificate of Incorporation to the contrary, so long as EagleTree beneficially owns collectively, in the aggregate, at least 10% of the voting power of the stock of the Corporation, any vacancy on the Board of Directors shall be filled in accordance with the Investor Rights Agreement.

• In furtherance and not in limitation of the powers conferred by the DGCL, the Board is expressly authorized to make, amend, alter, change, add to or repeal the by-laws of the Corporation (as the same may be amended from time to time, the “By-Laws”) without the consent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Second A&R Certificate of Incorporation and without limiting the rights of any party pursuant to the Investor Rights Agreement.

• Prior to the final determination of the number of Founder Holders Forfeiture Shares to be forfeited in accordance with this Agreement (if any), the Founder Holders shall not, directly or indirectly, transfer or otherwise dispose of any of the Founder Holders Forfeiture Shares, other than as may be expressly permitted by the Investor Rights Agreement and the Buyer A&R Certificate of Incorporation.

• Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this A&R Certificate of Incorporation (including any Certificate of Designation).

More Definitions of A&R Certificate of Incorporation

A&R Certificate of Incorporation has the meaning given to it in Section 7.7.

A&R Certificate of Incorporation has the meaning set forth in paragraph D of the recitals.

A&R Certificate of Incorporation means the proposed Amended and Restated Certificate of Incorporation of the Company, a form of which is attached hereto as Annex E, which will become the post-combination company’s certificate of incorporation assuming the approval of the Charter Amendment Proposal and consummation of the Business Combination. In case the Charter Amendment Proposal is not approved or the Business Combination is not consummated, the Current Charter will continue to be the certificate of incorporation of the post-combination company.

A&R Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of Parent, in substantially the form attached hereto as Exhibit B.

A&R Certificate of Incorporation means the Second Amended and Restated Certificate of Incorporation of Earthstone Energy, Inc., in substantially the form attached hereto as Exhibit A.

A&R Certificate of Incorporation shall have the meaning set forth in the recitals of this Agreement.

A&R Certificate of Incorporation has the meaning given to it in the definition of “Stockholder Proposals”.