Certificate Amendments. The Corporation reserves the right at any time, and from time to time, to amend or repeal any provision contained in this Certificate of Incorporation, and add other provisions authorized by the laws of the State of Delaware at the time in force, in the manner now or hereafter prescribed by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation are granted subject to the rights reserved in this Article 7.
Certificate Amendments. The Corporation reserves the right at any time, and from time to time, to amend or repeal any provision contained in this Certificate of Incorporation, and add other provisions authorized by the laws of the State of Delaware at the time in force, in the manner now or hereafter prescribed by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation (as amended) are granted subject to the rights reserved in this Article. EXHIBIT B Form of Written Consent WRITTEN CONSENT OF STOCKHOLDERS OF PACIFIC CAPITAL BANCORP IN LIEU OF MEETING Pursuant to, and in accordance with, the provisions of Section 228 and Section 251 of the General Corporation Law of the State of Delaware, and Section 10 of Article II of the Bylaws of Pacific Capital Bancorp, a Delaware corporation (the “Company”), the undersigned, as the record holder of 25,000,000 shares of the common stock, par value $0.001 per share, of the Company, does hereby irrevocably consent to, approve and adopt the following resolution:
Certificate Amendments. The Corporation reserves the right at any time, and from time to time, to amend or repeal any provision contained in this Certificate of Incorporation, and add other provisions authorized by the laws of the State of Delaware at the time in force, in the manner now or hereafter prescribed by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation (as amended) are granted subject to the rights reserved in this ARTICLE VII. EXHIBIT E Form of Certificate of Incorporation Surviving Corporation AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CANCER PREVENTION PHARMACEUTICALS, INC. Cancer Prevention Pharmaceuticals, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), certifies as follows:
Certificate Amendments. The Corporation reserves the right at any time, and from time to time, to amend or repeal any provision contained in this Certificate of Incorporation, and add other provisions authorized by the laws of the State of Delaware at the time in force, in the manner now or hereafter prescribed by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation (as amended) are granted subject to the rights reserved in this ARTICLE VII. EXHIBIT F Form of Replacement Option PANBELA HOLDINGS, INC. STOCK OPTION ASSUMPTION NOTICE As you know, on [DATE], 2022 (the “Closing Date”) Panbela Therapeutics, Inc. (“Panbela”) acquired Cancer Prevention Pharmaceuticals, Inc. (“CPP”) (the “Merger”), pursuant to the Agreement and Plan of Merger by and among Panbela Therapeutics, Inc., Cancer Prevention Pharmaceuticals, Inc, Canary Merger Holdings, Inc. (“HoldCo”), Canary Merger Subsidiary I, Inc., and Canary Merger Subsidiary II, Inc., dated as of [DATE] (the “Merger Agreement”). At the Closing Date, you held one or more outstanding options, vested or unvested, to purchase the common stock of CPP granted to you under the Cancer Prevention Pharmaceuticals, Inc. 2010 Equity Incentive Plan (the “Plan”). Pursuant to the Merger Agreement, on the Closing Date, HoldCo assumed all obligations of CPP under the outstanding option(s), whether or not then vested or exercisable, issued under the Plan and held by optionees who were service providers of CPP immediately prior to the Closing Date. This Stock Option Assumption Notice (the “Notice”) evidences the terms of HoldCo’s assumption of your outstanding option(s) to purchase’s common stock granted to you under the Plan (the “CPP Option(s)”), and documented by a stock option agreement(s), including any amendment(s) thereof, entered into by and between you and CPP (collectively, the “Option Agreement(s)”), including the necessary adjustments for assumption of the CPP Option(s) that are required by the Merger. The table below summarizes your CPP Option(s) immediately before and after the Merger: Grant Details Optionee Name [Optionee Name] Grant Date [Grant Date] Type of Option [ISO/NSO] Number of HoldCo Option Shares [Shares Granted] Exercise Price Per HoldCo Share [$ . ] Original Number of CPP Option Shares [Pre-Merger Shares] Original Exercise Price Per CPP Share [Pre-Merger Exercise Price] Expiration Da...
Certificate Amendments. The Corporation reserves the right at any time, and from time to time, to amend or repeal any provision contained in this Second Amended and Restated Certificate of Incorporation (this “Certificate of Incorporation”), and add other provisions authorized by the laws of the State of Delaware at the time in force, in the manner now or hereafter prescribed by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation (as amended) are granted subject to the rights reserved in this Article 8. Exhibit C Form of LLC Sub Merger Agreement AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of is by and between C&J Energy Services, Inc., a Delaware corporation (the “Crown”), and King Merger Sub II LLC, a Delaware limited liability company (“LLC Sub,” and together with Crown, the “Parties”) and a wholly owned subsidiary of Xxxxx Group, Inc., a Delaware corporation (“King”).
Certificate Amendments. The Company may amend its Certificate at any time to add a new provision or to change or remove an existing provision upon Member Consent.
Certificate Amendments. The Corporation reserves the right at any time, and from time to time, to amend or repeal any provision contained in this Second Amended and Restated Certificate of Incorporation (this “Certificate of Incorporation”), and add other provisions authorized by the laws of the State of Delaware at the time in force, in the manner now or hereafter prescribed by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation (as amended) are granted subject to the rights reserved in this Article 8. Exhibit B LLC Sub Merger Agreement [see attached] Exhibit B Form of LLC Sub Merger Agreement AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of is by and between Amplify Energy Corp., a Delaware corporation (the “Company”), and Alpha Xxxx Holdings, LLC, a Delaware limited liability company (“LLC Sub,” and together with the Company, the “Parties”) and a wholly owned subsidiary of Midstates Petroleum Company, Inc., a Delaware corporation (“Parent”).
Certificate Amendments. The Corporation reserves the right at any time, and from time to time, to amend or repeal any provision contained in this Certificate of Incorporation, and add other provisions authorized by the laws of the State of Delaware at the time in force, in the manner now or hereafter prescribed by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation (as amended) are granted subject to the rights reserved in this Article 8. Exhibit B Form of Amended and Restated Bylaws [Attached.] FORM OF AMENDED AND RESTATED BYLAWS OF XXXXXXX XXXX HOMES Dated as of _______________, 20___ ARTICLE I OFFICES
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Certificate Amendments. The Corporation reserves the right at any time, and from time to time, to amend or repeal any provision contained in this Certificate of Incorporation, and add other provisions authorized by the laws of the State of Delaware at the time in force, in the manner now or hereafter prescribed by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon shareholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation (as amended) are granted subject to the rights reserved in this Article. WITNESS the signature of this Certificate of Incorporation this [•] day of [______], 2023. Xxxxxxx Xxxxxxx [ ] EXHIBIT C CERTIFICATE OF INCORPORATION OF NEW PUBCO FINAL FORM AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of [NEW WHALE INC.] (Pursuant to Section 242 and 245 of the General Corporation Law of the State of Delaware) [•], 2023 [New Whale Inc.], a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:
