Bylaws. A copy of the bylaws of such Credit Party certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Closing Date.

Bylaws. A copy of the Bylaws of BRT certified by the trustee of BRT to be true and complete as of the Closing Date.

Certificate of Incorporation of [[Organization C:Organization]] as filed with the Secretary of State of Delaware on September 10, 1990, and all amendments thereto through the date hereof (the “[[Organization C:Organization]] Certificate of Incorporation”);

Bylaws of each of the Guarantors (the “Guarantors Bylaws”); and

Conflict with Bylaws. In the event of any conflict or inconsistencies between this Agreement and the Bylaws of the Company, this Agreement shall control.

The copies of the charter document and corporate governance document of [[Organization B:Organization]] (collectively, the “Organizational Documents”) that have been delivered to Cosmos prior to the execution of this Agreement are true and complete and have not been amended or repealed. [[Organization B:Organization]] is not in violation or breach of any of the provisions of the Organizational Documents, except for such violations or breaches which, in the aggregate, will not have a Material Adverse Effect on [[Organization B:Organization]].

Certificate of Incorporation and Bylaws. At the Effective Time, # the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law, and # the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Law (and subject to [Section 7.6(b)]); provided, however, in each case, that the name of the corporation set forth therein shall be changed to the name of the Company.

Bylaws. The Bylaws of the Company, and all amendments to the Bylaws, have

Concurrent with the Effective Date, each member of the Viacom Board has, by executing this Settlement, executed a written consent amending the Viacom Bylaws in the form attached as Exhibit I.

Certificate of Incorporation and Bylaws. The certificate of incorporation of Surviving Corporation as in effect immediately prior to the Effective Date shall be the certificate of incorporation of Surviving Corporation after consummation of the Merger. The Bylaws of Surviving Corporation as in effect immediately prior to the Effective Date shall be the Bylaws of Surviving Corporation after consummation of the Merger.

Bylaws and all amendments thereto;

Attached hereto as Exhibit A and Exhibit B are true, correct and complete copies of the Company’s bylaws (“Bylaws”) and Certificate of Incorporation (“Certificate of Incorporation”), respectively, in each case, as amended through the date hereof, and no action has been taken by the Company, its directors, officers or stockholders , in contemplation of the filing of any further amendment relating to or affecting the Bylaws or Articles.

This Agreement is a supplement to, and in furtherance of, the Company’s Certificate of Incorporation, as it may have been or be amended (the “Certificate”), and Bylaws, as they may have been or be amended (the “Bylaws”);

Form of Bylaws to consist of the following:

“Bylaws” has the meaning set forth in [Section 3.2.1.2(d)].

amend this Corporation’s Articles of Incorporation or bylaws; or

The Companies shall provide indemnification rights and benefits to the Executive to the fullest extent permitted by law and the charter or bylaws of the Companies. Any amendment or revision to such charter or bylaws that adversely affects the indemnification rights or benefits available to the Executive under such charter or bylaws as of the date hereof shall not be effective against the Executive unless the Executive has consented in writing to such amendment or revision.

at such time that Dooley is no longer serving on the Viacom Board, such directorship shall remain vacant until a successor Chief Executive Officer is appointed by the Viacom Board in accordance with the Bylaws, which Chief Executive Officer may be appointed by the Viacom Board as a director in accordance with the Bylaws;

Charter Documents: Cause or permit any amendments to its Certificate or Articles of Incorporation or Bylaws;