Each amendment to the Existing Charter stated in Part TWO above has been made in accordance with the provisions of the TBOC.
Those amendments to the Existing Charter and this Restated Charter have been approved in the manner required by the TBOC and by the governing documents of the Corporation.
This Restated Charter does not contain any other change in the Existing Charter except for the information permitted to be omitted by Section 3.059(b) of the TBOC applicable to the Corporation.
The irrevocable proxy set forth in this Section 5 is executed and intended to be irrevocable in accordance with the provisions of Section 21.369 of the TBOC, subject, however, to automatic termination on the Expiration Date.
Such right shall include the right to be paid by the Company expenses (including, attorneys' fees, court costs, and costs of investigation and appeal) incurred in defending any such proceeding in advance of its final disposition to the fullest extent permitted under the TBOC.