Certificate of Incorporation and Bylaws of Parent Sample Clauses

Certificate of Incorporation and Bylaws of Parent. Immediately prior to the Effective Time, the certificate of incorporation of Parent shall be amended in the form set forth on Exhibit B (the “Parent Charter Amendment”).

Certificate of Incorporation and Bylaws of Parent. (a) Subject to the receipt of Parent Stockholder Approval, Parent shall take all necessary actions to cause the Parent Charter Amendment to become effective at or immediately following the Effective Time, and Parent’s Amended and Restated Certificate of Incorporation, as amended by the Parent Charter Amendment, shall be the certificate of incorporation of Parent until thereafter amended in accordance with the provisions thereof and applicable Law.

Certificate of Incorporation and Bylaws of Parent. EFTC shall cause the Certificate of Incorporation and Bylaws of Parent to be amended prior to the Effective Time (as defined in Section 1.4) to be substantially in the form of Exhibit A and Exhibit B hereto, respectively. From the date hereof until the Effective Time, EFTC shall consult with TBF II prior to causing or permitting Parent to take any action and shall not cause or permit Parent to take any action inconsistent with the provisions of this Agreement without the written consent of TBF II.

Certificate of Incorporation and Bylaws of Parent. 2 Section 1.2. The ValueVision Merger. 2 Section 1.3.

Certificate of Incorporation and Bylaws of Parent. The Certificate of Incorporation and Bylaws of Parent shall be amended prior to the Effective Time (as defined in Section 1.4) to be substantially in the form of Exhibit C and Exhibit D attached hereto, respectively. From the date hereof until the Effective Time, ValueVision and National Media shall consult with each other prior to causing or permitting Parent to take any action and neither shall cause or permit Parent to take any action inconsistent with the provisions of this Agreement without the written consent of the other.

Certificate of Incorporation and Bylaws of Parent. Prior to the Effective Time, FACO shall cause the certificate of incorporation of Parent to be amended and restated to read as set forth in Exhibit B (the “Parent Certificate of Incorporation”) and, following such amendment and restatement, FACO shall cause the Parent Certificate of Incorporation to continue to be the certificate of incorporation of Parent until the Effective Time and thereafter until amended as provided therein and under the Delaware Code. The bylaws attached hereto as Table of Contents Exhibit C are the bylaws of Parent (the “Parent Bylaws”) and FACO shall cause the Parent Bylaws to continue to be the bylaws of Parent from the date hereof until the Effective Time and thereafter until amended as provided therein and under the Parent Certificate of Incorporation and the Delaware Code.

Certificate of Incorporation and Bylaws of Parent. The Certificate of Incorporation and Bylaws of Parent shall be amended prior to the Effective Time (as defined in Section 1.4) to be substantially in the form of Exhibit C and Exhibit D attached hereto, respectively. From the date hereof until the Effective Time, ValueVision and National Media shall consult with each other prior to causing or permitting Parent to take any action and neither shall cause or permit Parent to take any action inconsistent with the provisions of this Agreement without the written consent of the other. SECTION 1.2. The ValueVision Merger. ValueVision and National Media shall cause Parent to form a wholly-owned subsidiary named ValueVision Acquisition Corp. ("Merger Sub 1") under the laws of the State A-1 9 of Minnesota. ValueVision and National Media shall cause Parent to cause Merger Sub 1 to execute and deliver this Agreement. Upon the terms and subject to the provisions of this Agreement, and in accordance with the Minnesota Business Corporation Act (the "MBCA"), Merger Sub 1 will merge with and into ValueVision (the "ValueVision Merger") at the Effective Time, and each outstanding share of Common Stock, par value $.01 per share, of ValueVision ("ValueVision Common Stock") shall be converted into 1.19 shares of common stock, par value $.01 per share, of Parent (the "Parent Common Stock") (as described in Section 2.1(c)). Merger Sub 1 will be formed solely to facilitate the ValueVision Merger and will conduct no business or activity other than in connection with the ValueVision Merger. SECTION 1.3. The National Media Merger. ValueVision and National Media shall cause Parent to form a wholly-owned subsidiary named National Media Acquisition Corp. ("Merger Sub 2") under the laws of the State of Delaware. ValueVision and National Media shall cause Parent to cause Merger Sub 2 to execute and deliver this Agreement. Upon the terms and subject to the provisions of this Agreement, and in accordance with the Delaware General Corporation Code (the "DGCL"), Merger Sub 2 shall merge with and into National Media (the "National Media Merger" and together with the ValueVision Merger, the "Mergers") at the Effective Time, and each outstanding share of Common Stock, par value $.01 per share, of National Media ("National Media Common Stock") shall be converted into 1.00 share of Parent Common Stock (as described in Section 2.2(c)). Merger Sub 2 will be formed solely to facilitate the National Media Merger and will conduct no business or activit...

Certificate of Incorporation and Bylaws of Parent. Doubletree and Promus shall cause the Certificate of Incorporation and Bylaws of Parent to be amended prior to the Effective Time (as defined in Section 1.4) to be substantially in the form of Exhibit D and Exhibit E hereto, respectively. From the date hereof until the Effective Time, Doubletree and Promus shall consult with each other prior to causing or permitting Parent to take any action and neither shall cause or permit Parent to take any action inconsistent with the provisions of this Agreement without the written consent of the other. Section 1.2.

Certificate of Incorporation and Bylaws of Parent. Following the Domestication and at the Effective Time, the Certificate of Incorporation in the form attached hereto as Exhibit 1.7(a) shall be the Certificate of Incorporation of Parent and shall remain in effect until duly amended in accordance with the terms thereof and the laws of the State of Delaware. Following the Domestication and at the Effective Time, the Bylaws in the form attached hereto as Exhibit 1.7(b) shall be the Bylaws of Parent (the "Bylaws of Parent") and shall remain in effect until duly amended in accordance with the terms thereof and the laws of the State of Delaware.

Certificate of Incorporation and Bylaws of Parent. The Certificate of Incorporation and Bylaws of Parent shall, at the Effective Time (as defined in Section 1.4), be in the form of Exhibit A and Exhibit B attached hereto, respectively. From the date hereof until the Effective Time, the Parent will not take any action inconsistent with the provisions of this Agreement without the written consent of both Western Power and E-Mobile.