Entire Board of Directors. As used in this Article IX and in these By-Laws generally, the term "entire Board of Directors" means the total number of directors which the Corporation would have if there were no vacancies.
Entire Board of Directors. As used in this Article IX and in these By-Laws generally, the term "entire Board of Directors" means the total number of directors which the Corporation would have if there were no vacancies. ANNEX F PARENT AFFILIATE LETTER September __, 2000 Sapiens International Corporation N.V. Yitzhak Rabin Science Park P.O. Box 2000 Xxxxxxx, 76120 Israel Xxxxxx xxx Xxxxxxxxx: Xxxsuant to the terms of an Agreement and Plan of Merger and Reorganization, dated as of September 17, 2000 (the "MERGER AGREEMENT"), by and among SAPIENS INTERNATIONAL CORPORATION N.V., a Netherlands Antilles corporation ("PARENT"), WISDOM MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent ("MERGER SUB"), and NESS TECHNOLOGIES, INC., a Delaware corporation ("COMPANY"), Parent has agreed to acquire Company through the merger of Merger Sub with and into Company (the "TRANSACTION"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. The undersigned has been advised that as of the date hereof the undersigned may be deemed to be (but does not hereby admit to be) an "affiliate" of Parent, as the term "affiliate" is (i) defined for purposes of paragraphs (c) and (d) of Rule 145 of the rules and regulations (the "RULES AND REGULATIONS") of the Securities and Exchange Commission (the "SEC") promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and/or (ii) used in and for purposes of Accounting Series Releases 130, 135 and 146 and Staff Accounting Bulletin Two, as amended, of the SEC. The undersigned understands that the representations, warranties and covenants set forth herein will be relied upon by Parent, other stockholders of Parent, Merger Sub, Company and their respective counsel and accounting firms. Except to the extent written notification to the contrary is received by Parent from the undersigned prior to the consummation of the Transaction, the representations and warranties contained herein shall be accurate at all times from the date hereof through the Effective Time. The undersigned hereby represents and warrants to and agrees with Parent:
Entire Board of Directors. As used in this Article X and in these By-Laws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies. EXHIBIT F Form of Registration Rights Agreement REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [—], 2013 by and among [NEWCO], a Delaware corporation (the “Company”) and the parties identified as the “Holders” on the signature page hereto (each, a “Holder” and, collectively, the “Holders”). Capitalized terms used but not otherwise defined herein are defined in Section 12 hereof.
Entire Board of Directors. As used in this Article IX and in these By-Laws generally, the term “entire Board of Directors” means the exact number of directors determined pursuant to Section 1 of Article III. FIRST AMENDMENT TO THE RESTATED BY-LAWS OF BORDERS GROUP, INC. The Restated By-laws of Borders Group, Inc. (the “Company”) are hereby amended to add the following Section 10 to Article III, effective as of July 17,2006:
Entire Board of Directors. As used in this Article IX and in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies. * * * Adopted as of: Last Amended as of: EXHIBIT G AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF FC-GEN OPERATIONS INVESTMENT, LLC a Delaware limited liability company THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH SECURITIES MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. dated as of [●], 201[_] TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 2 Section 1.1 Definitions 2 Section 1.2 Interpretation 21 ARTICLE II GENERAL PROVISIONS 21 Section 2.1 Formation 21 Section 2.2 Name 21 Section 2.3 Principal Place of Business; Other Places of Business 21 Section 2.4 Designated Agent for Service of Process 22 Section 2.5 Term 22 Section 2.6 No Concerted Action 22 Section 2.7 Business Purpose 22 Section 2.8 Powers 22 Section 2.9 Certificates; Filings 22 Section 2.10 Representations and Warranties by the Members 23 ARTICLE III CAPITAL CONTRIBUTIONS 24 Section 3.1 Capital Contributions of the Members 24 Section 3.2 Issuances of Additional Membership Interests 25 Section 3.3 Additional Funds and Capital Contributions 26 Section 3.4 Equity Plans 27
Entire Board of Directors. As used in this Article VIII and in these Bylaws generally, the term “entire Board of Directors” means the total number of the directors which the Corporation would have if there were no vacancies. Adopted by the Board of Directors: 2009 EXHIBIT D FORM OF FIRPTA CERTIFICATE Notice to Internal Revenue Service Pursuant to U.S. Treasury Regulations §1.897-2(h) June , 2009 Internal Revenue Service Center X.X. Xxx 000000 Xxxxx, XX 00000 Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”), provides that withholding is not required if the transferee acquires property that is not a United States real property interest or acquires an interest in a domestic corporation that is not a United States real property interest. To inform AOL LLC, a Delaware limited liability company (“Parent”), that withholding of tax is not required upon the acquisition on the date hereof of interests in Patch Media Corporation, a Delaware corporation (the “Company”), pursuant to the Agreement and Plan of Merger Agreement, dated as of May 30, 2009, by and among Parent, the Company, and certain other parties thereto, the Company hereby certifies the following:
Entire Board of Directors. These provisions prevent a stockholder from increasing the size of our Board of Directors and gaining control of our Board of Directors by filling the resulting vacancies with its own nominees. Stockholder action; special meetings of stockholders. Our amended and restated certificate of incorporation provides that our stockholders may not take action by written consent, but may only take action at annual or special meetings of our stockholders. Stockholders will not be permitted to cumulate their votes for the election of directors unless required by applicable law. Our amended and restated bylaws provide that only the chairman of our Board of Directors, chief executive officer or a majority of our Board of Directors may call special meetings of our stockholders. Advance notice requirements for stockholder proposals and director nominations. Our amended and restated bylaws provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of stockholders. Our amended and restated bylaws also specify certain requirements as to the form and content of a stockholder’s notice. These provisions may make it more difficult for our stockholders to bring matters before our annual meeting of stockholders or to nominate directors at annual meetings of stockholders. We designed these provisions to enhance the likelihood of continued stability in the composition of our Board of Directors and its policies, to discourage certain types of transactions that may involve an actual or threatened acquisition of us, and to reduce our vulnerability to an unsolicited acquisition proposal. We also designed these provisions to discourage certain tactics that may be used in proxy fights. However, these provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they may also reduce fluctuations in the market price of our shares that could result from actual or rumored takeover attempts. Section 203 of the Delaware General Corporation Law We are subject to Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in a business combination with any interested stockholder for a period of three years following the date the person became an interested stockholder, with the following exceptions: • before such date, the board of directors of the corporation approved either the business ...
Entire Board of Directors. As used in this Article IX and in these By-Laws generally, the term "entire Board of Directors" means the total number of directors which the Corporation would have if there were no vacancies. Exhibit C Minutes and Resolutions UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF MONDO ACQUISITION I, INC. Pursuant to Sections 141 and 228 of the General Corporation Law of the State of Delaware The undersigned, being all the Directors of Mondo Acquisition I, Inc. (the "Corporation"), pursuant to Section 141 of the General Corporation Law of the State of Delaware, do hereby consent to the adoption of, and hereby approve and adopt, the following resolutions effective as of August 15, 2008. RESOLVED, that the Corporation effect a repayment of capital, whereby each stockholder of record on August 12, 2008 will receive $10,000 of their paid-in-capital investment. RESOLVED, that the the President, the Secretary, and the Director of the Corporation (collectively, the "Authorized Officers") be, and each of them with full authority to act without the others hereby is, authorized and directed for and on behalf of the Corporation to take or cause to be taken any and all actions, to execute and deliver any and all certificates, instructions, requests, or other instruments, and to do any and all things which, in any such officer's judgment, may be necessary or desirable to effect each of the foregoing resolutions and to carry out the purposes thereof, the taking of any such actions, the execution and delivery of any such certificates, instructions, requests, or instruments, or the doing of any such things to be conclusive evidence of their necessity or desirability. RESOLVED, that the action taken by this consent shall have the same force and effect as if taken at a meeting of the Board of Directors of the Corporation, duly called.
Entire Board of Directors. As used in this Article IX and in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies. Exhibit B FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among Eve Holding, Inc. (formerly known as Zanite Acquisition Corp.), a Delaware corporation (the “Company”), Zanite Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Embraer Aircraft Holding, Inc., a Delaware corporation and a wholly owned subsidiary of Embraer S.A. (“EAH”), the executive officers and directors of the Company as of immediately prior to the consummation of the transactions contemplated by the Business Combination Agreement and the other members of the Sponsor identified on the signature pages hereto (such executive officers, directors and members, collectively, the “Zanite Insiders” and, collectively with the Sponsor, EAH and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”).
Entire Board of Directors. As used in this Article IX and in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies. * * * Adopted as of: EXHIBIT C FORM OF CERTIFICATE OF INCORPORATION AND BYLAWS OF THE COMPANY SURVIVING CORPORATION C-1-1 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DTS, INC. The name under which the Corporation was originally incorporated is Arizona Merger Sub Corporation, and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on September 15, 2016.
