8. FILING, LICENSES, PERMITS, TITLED PROPERTY, ETC.
As necessary,
following the Effective Time, the Converted Company shall apply for new qualifications to conduct business (including as a foreign corporation), licenses, permits and similar authorizations on its behalf and in its own name in connection with the
Conversion and to reflect the fact that it is a corporation duly formed and validly existing under the laws of the State of Delaware. As required or appropriate, following the Effective Time, all real, personal or intangible property of the Company
which was titled or registered in the name of the Company shall be re-titled or re-registered, as applicable, in the name of the Converted Company by appropriate filings or notices to the appropriate party (including, without limitation, any
applicable governmental agencies).
9. FURTHER ASSURANCES.
If, at any time after the Effective Time, the Converted
Company shall determine or be advised that any deeds, bills of sale, assignments, agreements, documents or assurances or any other acts or things are necessary, desirable or proper, consistent with the terms of this Plan, (a) to vest, perfect
or confirm, of record or otherwise, in the Converted Company its right, title or interest in, to or under any of the rights, privileges, immunities, powers, purposes, franchises, properties or assets of the Company, or (b) to otherwise carry
out the purposes of this Plan, the Converted Company, its officers and directors and the designees of its officers and directors, are hereby authorized to solicit in the name of the Converted Company any third-party consents or other documents
required to be delivered by any third-party, to execute and deliver, in the name and on behalf of the Converted Company all such deeds, bills of sale, assignments, agreements, documents and assurances and do, in the name and on behalf of the
Converted Company, all such other acts and things necessary, desirable or proper to vest, perfect or confirm its right, title or interest in, to or under any of the rights, privileges, immunities, powers, purposes, franchises, properties or assets
of the Company and otherwise to carry out the purposes of this Plan.
10. EFFECT OF CONVERSION ON DIRECTORS AND
OFFICERS.
The members of the Board of Directors of the Company and the officers of the Company immediately prior to the Effective Time shall continue in office following the Effective Time as the directors and officers of the Converted Company,
respectively, until the expiration of their respective terms of office and until their successors have been duly elected and have qualified, or until their earlier death, resignation or removal.
11. DELAWARE BYLAWS.
To the fullest extent permitted by law, at the Effective Time, the bylaws of the Converted Company
shall be substantially in the form set forth on
Exhibit B
hereto (the
Delaware Bylaws
), and the Board of Directors of the Converted Company shall approve and ratify the Delaware Bylaws as promptly as practicable following
the Effective Time.
12. IMPLEMENTATION AND INTERPRETATION.
This Plan shall be implemented and interpreted, prior
to the Effective Time, by the Board of Directors of the Company and, upon the Effective Time, by the Board of Directors of the Converted Company, (a) each of which shall have full power and authority to delegate and assign any matters covered
hereunder to any other party(ies), including, without limitation, any officers of the Company or the Converted Company, as the case may be, and (b) the interpretations and decisions of which shall be final, binding, and conclusive on all
parties.
13. AMENDMENT.
This Plan may be amended or modified by the Board of Directors of the Company at any time
prior to the Effective Time, provided that such an amendment shall not alter or change (a) the amount or kind of shares or other securities to be received hereunder by the shareholders of the Company, (b) any term of the Certificate of
Incorporation or the Bylaws, other than changes permitted to be made without shareholder approval by the DGCL, or (c) any of the terms and conditions of this Plan if such alteration or change would adversely affect the shareholders of the
Company.
14. TERMINATION OR DEFERRAL.
At any time prior to the Effective Time, (a) this Plan may be
terminated and the Conversion may be abandoned by action of the Board of Directors of the Company, notwithstanding the approval of this Plan by the shareholders of the Company, and (b) the consummation of the Conversion may be deferred for a
reasonable period of time if, in the opinion of the Board of Directors of the Company, such action would be in the best interests of the Company and its shareholders. In the event of termination of this Plan, this Plan shall become void and of no
effect and there shall be no liability on the part of the Company, its Board of Directors or shareholders with respect thereto.
15. THIRD PARTY BENEFICIARIES.
This Plan shall not confer any rights or remedies upon any person other than as
expressly provided herein.
16. SEVERABILITY.
Whenever possible, each provision of this Plan will be interpreted in
such manner as to be effective and valid under applicable law, but if any provision of this Plan is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of this Plan.
17. GOVERNING LAW.
This Plan shall be construed in accordance
with and governed by the law of the State of Delaware, without regard to the conflict of laws provisions thereof.
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