Governance Changes

Physicians Realty Trust: Amended Bylaws to adopt a forum selection bylaw designating exclusive forums for internal corporate claims and Securities Act claims (effective 2023-10-28).

“On October 28, 2023, the Company’s Board of Trustees approved an amendment and restatement of the Company’s Bylaws to implement a forum selection bylaw (the “Bylaw Amendment”).”

Global AI, Inc.: Amended articles of incorporation to change company name to Global AI, Inc., add Class B Common Stock, and increase authorized shares to 250,000,000 (effective 2023-10-30).

“On October 30, 2023, Wall Street Media Co, Inc. (the “Company”) filed with the Secretary of State of the State of Nevada an amendment to its Articles of Incorporation (the “Amendment”). Among other changes, the Amendment changed the name of the Company to “Global AI, Inc.”; added a new class of Class B Common Stock; and increased the number of authorized stock that the Company is entitled to issue to 250,000,000.”

GYRE THERAPEUTICS, INC.: Amended and restated bylaws to update proxy and DGCL provisions, remove director range requirement, and make other updates (effective 2023-10-30).

“On October 30, 2023, in connection with the Transactions and with the new SEC rules regarding universal proxy cards and certain recent amendments to the Delaware General Corporation Law (the “DGCL”), the Board adopted an amendment and restatement of Gyre’s Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective as of such date”

GYRE THERAPEUTICS, INC.: Amendment to Certificate of Designation of Series X Convertible Preferred Stock to increase designated shares and delete certain conversion payment provision (effective 2023-10-30).

“On October 30, 2023, prior to the Closing, Gyre filed an amendment to Certificate of Designation of Preferences, Rights and Limitations of Series X Convertible Preferred Stock (the “Certificate of Designation” and such amendment, the “Amendment to Certificate of Designation”) with the Secretary of State of the State of Delaware in connection with the Private Placement, effective on October 30, 2023.”

GYRE THERAPEUTICS, INC.: Certificate of amendment filed to effect Authorized Share Increase, Reverse Stock Split (1-for-15), and Name Change (effective 2023-10-30).

“On October 27, 2023, prior to the Closing, Catalyst filed a certificate of amendment to Catalyst’s Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect the Authorized Share Increase, the Reverse Stock Split and the Name Change, each with an effective time of 12:01 a.m. Eastern Time on October 30, 2023 (the “Effective Time”).”

MARATHON OIL CORP: Adopted amended and restated by-laws effective immediately on October 25, 2023, revising director nomination and stockholder proposal procedures, majority voting provisions, meeting chair powers, and making administrative updates (effective 2023-10-25).

“On October 25, 2023, the Board of Directors (the “Board”) of Marathon Oil Corporation (the “Company”) adopted and approved, effective immediately, amended and restated by-laws of the Company (as amended and restated, the “Amended and Restated By-laws”).”

PARK NATIONAL CORP /OH/: Amendments to Sections 1.08 and 2.03 of Park National Corporation's Regulations revising advance notice procedures and disclosure requirements for shareholder nominations and business proposals, including updates related to Universal Proxy Rule compliance and timing deadlines (effective 2023-10-23).

“On October 23, 2023, as permitted by Section 6.01 of the Regulations of Park National Corporation ("Park"), the Board of Directors of Park (the "Board") adopted and approved amendments to Section 1.08 and Section 2.03 of Park's Regulations.”

RENASANT CORP: Amended Article III, Section 9 of Bylaws to adopt procedural and disclosure requirements for stockholder proposals and director nominations, addressing Rule 14a-19 (effective 2023-10-24).

“On October 24, 2023, the Board of Directors of Renasant Corporation (“Renasant”) approved and adopted an amendment to Renasant’s Amended and Restated Bylaws, as amended (the “Bylaws”), which became effective immediately. The amendment modifies Article III, Section 9 of the Bylaws to adopt certain procedural and disclosure requirements for Renasant stockholders proposing business for consideration or nominating candidates for election as directors at annual or special meetings of Renasant’s stockholders.”

MACH NATURAL RESOURCES LP: Amended and restated the limited partnership agreement in connection with the closing of the Offering (effective 2023-10-27).

“On October 27, 2023, in connection with the closing of the Offering, the Limited Partnership Agreement of Mach Natural Resources LP was amended and restated by the Amended and Restated Agreement of Limited Partnership of Mach Natural Resources LP”

Fortune Rise Acquisition Corp: The Company filed an amendment to its charter to extend the business combination deadline by up to twelve months and to eliminate the net tangible assets redemption limitation (effective 2023-10-25).

“As approved by its stockholders at the Special Meeting, the Company filed an amendment to its amended and restated certificate of incorporation (the “ Charter ”) with the Delaware Secretary of State on October 25, 2023 (the “ Charter Amendment ”), to (i) extend the date by which the Company has to consummate a business combination for an additional twelve months, from November 5, 2023 (the “ Termination Date ”) to up to November 5, 2024, by electing to extend the date to consummate an initial business combination on a monthly basis for up to twelve times by an additional one month each time after the Termination Date, until November 5, 2024 or a total of up to twelve months after the Termination Date, or such earlier date as determined by the Board, unless the closing of the Company’s initial business combination shall have occurred (the “ Extension ,” and such later date, the “ Extended Date ”), provided that the Sponsor (or its affiliates or permitted designees) will deposit into the”

Spectaire Holdings Inc.: Company ceased to be a shell company as a result of the Business Combination.

“As a result of the Business Combination, the Company ceased to be a shell company.”

Spectaire Holdings Inc.: Adopted a new Code of Ethics and Conduct on October 19, 2023, in connection with the closing of the Business Combination (effective 2023-10-19).

“on October 19, 2023, the board of directors of the Company approved and adopted a new Code of Ethics and Conduct applicable to all employees, officers and directors of the Company.”

Ginkgo Bioworks Holdings, Inc.: Board approved amendment and restatement of Bylaws, effective immediately, revising director nomination procedures, stockholder proposal requirements, disclosure obligations, proxy card color mandate, and removing stockholder list inspection requirement no longer required under DGCL (effective 2023-10-27).

“On October 27, 2023, the board of directors (the “Board”) of Ginkgo Bioworks Holdings, Inc. (the “Company”) approved an amendment and restatement of the Company’s Bylaws (the “Amended and Restated Bylaws”), effective immediately.”

Soul Biotechnology Corp: Amended articles of incorporation to change company name from Soul Biotechnology Corp. to Adorbs Inc (effective 2023-10-24).

“On October 24, 2023, Soul Biotechnology Corp. (the “Company”), amended its articles of incorporation, changing its name to Adorbs Inc.”

Vivos Therapeutics, Inc.: Amended certificate of incorporation to effect a 1-for-25 reverse stock split (effective 2023-10-25).

“On October 25, 2023, Vivos Therapeutics, Inc. (the “ Company ”) filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of Delaware (the “ Certificate of Amendment ”) to effectuate a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “ Common Stock ”) at a ratio of 1-for-25 (the “ Reverse Stock Split ”).”

BOISE CASCADE Co: Amended and restated Bylaws to clarify advance notice periods, add Rule 14a-19 compliance requirements, and revise nomination procedures, effective October 26, 2023 (effective 2023-10-26).

“The Board of Directors of Boise Cascade Company (the Company) amended and restated the Company's Bylaws, effective October 26, 2023.”

Cellectar Biosciences, Inc.: Increased authorized common stock from 160,000,000 to 170,000,000 shares (effective 2023-10-25).

“On October 25, 2023, Cellectar Biosciences, Inc. (the “Company”) filed a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to increase the total number of authorized shares of the Company’s common stock from 160,000,000 to 170,000,000.”

MARATHON OIL CORP: Adopted amended and restated by-laws effective immediately, revising director nomination procedures, majority voting, meeting chair powers, gender-neutral terms, and administrative updates (effective 2023-10-25).

“On October 25, 2023, the Board of Directors (the “Board”) of Marathon Oil Corporation (the “Company”) adopted and approved, effective immediately, amended and restated by-laws of the Company (as amended and restated, the “Amended and Restated By-laws”).”

GSE SYSTEMS INC: GSE Systems, Inc. filed a Certificate of Amendment to effect a ten-for-one reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on October 30, 2023 (effective 2023-10-30).

“On October 25, 2023, GSE Systems, Inc. (the “ Company ”) filed a Certificate of Amendment (the “ Amendment ”) to its Restated Certificate of Incorporation with the Secretary of State of Delaware to effect a ten-for-one reverse stock split (the “ Reverse Stock Split ”) of the Company’s shares of common stock, $0.01 par value (the “ Common Stock ”).”

ERIE INDEMNITY CO: Board approved a revised Code of Conduct effective November 1, 2023, updating the existing code effective January 1, 2016 (effective 2023-11-01).

“On October 24, 2023, the Board of Directors approved a revised Code of Conduct applicable to all directors, officers and employees of the Company. The revisions update the Company's existing Code of Conduct that was effective January 1, 2016. The effective date for the revised Code of Conduct is November 1, 2023.”

ALBEMARLE CORP: Amended and restated Bylaws to clarify procedural and disclosure requirements for shareholder director nominations under universal proxy rules and other technical revisions (effective 2023-10-23).

“On October 23, 2023, the Board amended and restated the Company’s Amended and Restated Bylaws (as amended, the “Bylaws”) to clarify and implement certain procedural and disclosure requirements for shareholders nominating individuals for election or reelection as directors at the Company’s annual or special meetings of shareholders in connection with the “universal proxy” rules adopted by the Securities and Exchange Commission pursuant to Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).”

SYNAPTICS Inc: Stockholders approved an Amended and Restated Certificate of Incorporation to declassify the Board over a three-year period and make other changes, effective October 25, 2023 (effective 2023-10-25).

“As described in Item 5.07 below, at the Annual Meeting on October 24, 2023, our stockholders approved an Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”) to declassify the Board beginning with the 2024 annual meeting of stockholders and certain other changes. The Amended and Restated Certificate was filed with the Secretary of State of the State of Delaware and became effective on October 25, 2023.”

NL INDUSTRIES INC: Amended and restated by-laws effective October 26, 2023, enhancing procedural mechanics for shareholder nominations and proposals, adjusting advance notice window, clarifying special meeting procedures, authorizing remote meetings, adding voting standard references, and making clerical updates (effective 2023-10-26).

“At its meeting on October 26, 2023, the registrant’s board of directors amended and restated the registrant’s by-laws effective October 26, 2023, to make changes as described below.”

VISION SENSING ACQUISITION CORP.: Second Amendment to Amended and Restated Certificate of Incorporation approved to extend business combination deadline from November 3, 2023 to May 3, 2024 via up to six one-month extensions (effective 2023-10-25).

“The stockholders of the Company approved the Second Amendment to the Amended and Restated Certificate of Incorporation of the Company at the October 25, 2023, special meeting, giving the Company the right to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “ business combination ”), or else (ii) cease its operations if it fails to complete such business combination, and redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Company’s initial public offering that was closed on November 3, 2021 (the “ IPO ”) from November 3, 2023 (the “ Termination Date ”) by up to six (6) one-month extensions to May 3, 2024 (the “ Extension Amendment Proposal”).”

Opy Acquisition Corp. I: Extended deadline to complete initial business combination by up to eight one-month periods from October 30, 2023 to June 30, 2024 and eliminated redemption limitation (effective 2023-10-26).

“filed an amendment to its Amended and Restated Certificate of Incorporation (the “Charter”) with the Delaware Secretary of State on October 26, 2023 which (1) extends the deadline by which it must complete its initial business combination up to eight times, each such extension for a one-month period from October 30, 2023 to June 30, 2024, (the “Extension Amendment”); and (2) eliminates from the charter the redemption limitation in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the redemption limitation (the “NTA Amendment”).”

Embrace Change Acquisition Corp.: Removed restriction on initial business combination with entities based in China (including Hong Kong and Macau) (effective 2023-10-20).

“to remove the restriction of the Company to undertake an initial business combination with any entity or business based in, or with its principal or a majority of its business operations (either directly or through any subsidiaries) in, the People’s Republic of China (including Hong Kong and Macau)”

Tyra Biosciences, Inc.: Amended and restated bylaws to address universal proxy rules and enhance stockholder nomination procedures (effective 2023-10-26).

“On October 26, 2023, the Board of Directors (the Board) of Tyra Biosciences, Inc. (the Company) approved and adopted amended and restated bylaws (the Amended and Restated Bylaws), which became effective the same day.”

Hanover Bancorp, Inc. /MD: Changed fiscal year end from September 30 to December 31, with a transition report for the stub period ending December 31, 2023 and first full fiscal year ending December 31, 2024 (effective 2023-10-25).

“On October 25, 2023, the Board of Directors of the Company approved a change in the Company’s fiscal year end from September 30 to December 31. As a result of this change, the Company will file a transition report on Form 10-Q for the three-month period ending December 31, 2023 (Stub Period). The Company’s first full calendar fiscal year resulting from the change will be the year ended December 31, 2024.”

Limitless X Holdings Inc.: Filed Certificate of Designation designating 5,000,000 shares of Class B Stock with liquidation preference and conversion rights (effective 2023-10-23).

“On October 23, 2023, the Company, filed a Certificate of Designation with the Secretary of State of the State of Delaware designating 5,000,000 shares of Class B Stock (the “Designation”).”

ACTAVIA LIFE SCIENCES, INC.: Company changed its name to Actavia Life Sciences, Inc. via a Certificate of Amendment filed in Nevada (effective 2023-10-24).

“On October 24, 2023, Rasna Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation in Nevada (the “Certificate of Amendment”) changing its name to Actavia Life Sciences, Inc.”

SILVER STAR PROPERTIES REIT, INC: First Amendment to Bylaws allows stockholders to act by written consent or electronic transmission without a meeting, replacing a prior amendment adopted in August 2023 (effective 2023-10-25).

“On October 25, 2023, the Board of Directors (“Board”) of Silver Star Properties REIT, Inc. (the “Company”) approved of the First Amendment to the Bylaws of Silver Star Properties REIT, Inc. (the “First Amendment”) in substitution of the prior First Amendment of Bylaws which was adopted by the Executive Committee of the Board dated August 28, 2023.”

Auto Parts 4Less Group, Inc.: Increased authorized shares from 75,000,000 to 500,000,000 (effective 2023-10-20).

“the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada to increase its authorized shares, $0.000001 par value per share, from 75,000,000 shares to 500,000,000 shares, which filing became effective on October 20, 2023”

CARMAX INC: Amended and restated Bylaws to adopt universal proxy rules, clarify chair's power to adjourn meetings, and make other technical updates (effective 2023-10-24).

“On October 24, 2023, the Board of Directors (the “Board”) of CarMax, Inc. (the “Company”) amended and restated the Company’s Bylaws (the “Amended Bylaws”), effective immediately, to, among other things: • address the adoption of the universal proxy rules adopted by the U.S. Securities and Exchange Commission and related requirements (the “Universal Proxy Rules”), including to require evidence of compliance with the Universal Proxy Rules, provide that the Company shall disregard a shareholder nomination if the nominating shareholder fails to comply with the Universal Proxy Rules, and specify the color of proxy cards reserved for use by the Company; • clarify that the chair of a meeting of shareholders has the power to recess or adjourn any meeting; and • make various other updates, including technical, clarifying and conforming changes.”

Zivo Bioscience, Inc.: Amended articles to effect a 1-for-6 reverse stock split and reduce authorized common shares from 150,000,000 to 25,000,000 (effective 2023-10-26).

“On October 24, 2023, Zivo Bioscience, Inc. (the “Company”) filed a certificate of amendment to its articles of incorporation with the Secretary of State of the State of Nevada (the “Certificate of Amendment”) to (i) effectuate a reverse stock split (the “Reverse Stock Split”) of its issued and outstanding shares of common stock and treasury shares on a 1-for-6 basis and (ii) decrease the number of total authorized shares of Common Stock of the Company from 150,000,000 to 25,000,000 shares.”

POOL CORP: On October 25, 2023, the Board amended and restated the By-laws to update procedural requirements for director nominations under Rule 14a-19, modify stockholder meeting postponement/adjournment provisions, and effect other ministerial changes (effective 2023-10-25).

“On October 25, 2023, the Board of Directors (the “Board”) of Pool Corporation (the “Company”) amended and restated the Company’s By-laws (the “Amended By-laws”), effective immediately.”

Essential Utilities, Inc.: Amended Section 4.14 to implement universal proxy rules under Rule 14a-19 for shareholder director nominations (effective 2023-10-25).

“On October 25, 2023, the Board of Directors (the “Board”) of Essential Utilities, Inc. (the “Company”) approved and adopted Amended and Restated Bylaws of the Company (the “Bylaws”), effective as of such date. The amendments to the Bylaws principally amend Section 4.14 of the Bylaws to set forth the nomination process whereby a shareholder can submit a nomination for election of a person or persons to serve on the Board, other than pursuant to the “proxy access” nomination process set forth in Section 4.15 of the Bylaws. These changes were made to revise the Company’s prior nomination process to implement the universal proxy rules governing contested elections of directors under Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).”

BEL FUSE INC /NJ: Adopted Amended and Restated By-Laws with enhanced advance notice provisions, director nominee requirements, proxy card color rule, and ministerial updates (effective 2023-10-25).

“On October 25, 2023, the Company’s Board of Directors (the “Board”) adopted Amended and Restated By-Laws of the Company (the “Amended and Restated By-Laws”), effective as of that date.”

Southwest Gas Holdings, Inc.: Adopted bylaw amendment setting December 22, 2023 as the stockholder proposal deadline for the 2024 annual meeting and extending the term of the Cooperation Agreement by 30 days (effective 2023-10-20).

“On October 20, 2023, the board of directors (the “Board”) of Southwest Gas Holdings, Inc. (the “Company”) adopted an amendment to the Company’s bylaws (the “Bylaw Amendment”), which became effective immediately upon adoption.”

Sports Entertainment Gaming Global Corp: The Board adopted Second Amended and Restated Bylaws updating director nomination procedures, stockholder proposal procedures, reducing quorum from majority to one-third, and updating stockholder list availability (effective 2023-10-23).

“On October 23, 2023, the Board of Directors (the “Board”) of Lottery.com Inc. (the “Company”), in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) and the Corporation’s Second Amended and Restated Certificate of Incorporation, approved a resolution to amend and restate the Amended and Restated Bylaws of the Corporation (as so amended, the “Second Amended and Restated Bylaws”).”

Summit Hotel Properties, Inc.: Adopted Third Amended and Restated Bylaws addressing universal proxy rules, enhancing stockholder nomination procedures, requiring a proxy card color other than white for certain solicitations, and adopting exclusive forum provisions for certain legal actions (effective 2023-10-20).

“On October 20, 2023, the Board of Directors (“Board”) of Summit Hotel Properties, Inc. (the “Company”) adopted amendments to the Company’s amended and restated bylaws (as amended, the “Third Amended and Restated Bylaws”), which became effective the same day.”

Hilltop Holdings Inc.: Adopted Fourth Amended and Restated Bylaws addressing universal proxy rules and other procedural, technical, and clarifying revisions (effective 2023-10-19).

“On October 19, 2023, the Board of Directors (the “Board”) of the Company approved and adopted the Fourth Amended and Restated Bylaws of the Company (as so amended and restated, the “Fourth Amended and Restated Bylaws”), which became effective as of such date.”

KRONOS WORLDWIDE INC: Amended and restated bylaws effective October 25, 2023, including enhanced stockholder nomination procedures, updated advance notice window, clarified special meeting procedures, updated stockholder list provision, added adjournment section, added voting standard references, and elected DGCL Section (effective 2023-10-25).

“At its meeting on October 25, 2023, the registrant’s board of directors amended and restated the registrant’s bylaws effective October 25, 2023, to make changes as described below.”

VirnetX Holding Corp: 1-for-20 reverse stock split effected by filing a certificate of amendment to the Amended and Restated Certificate of Incorporation (effective 2023-10-25).

“filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation (the “ Charter Amendment ”) with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split (the “ Reverse Stock Split ”) of the shares of the Company’s common stock outstanding or held in treasury, par value $0.0001 per share, effective as of 4:00 p.m., Eastern Time, on October 25, 2023 (the “ Effective Time ”).”

VISIUM TECHNOLOGIES, INC.: Amendment to Articles of Incorporation authorizing 30,000 shares of Series C Preferred Stock (effective 2023-10-19).

“On October 19, 2023, Visium Technologies, Inc. (the “Company”) received confirmation of the filing with the Secretary of State of the State of Florida an Amendment to Articles of Incorporation (the “Amendment to Articles”), amending the Company’s Amended and Restated Certificate of Incorporation, authorizing 30,000 shares of a newly created and designated class of Series C Preferred Stock, par value $0.001 per share (the “Series C Preferred”).”

SharpLink Gaming Ltd.: Amended Articles of Association and Memorandum of Association to increase authorized share capital from 9,290,000 to 100,000,000 ordinary shares (effective 2023-10-24).

“the Company’s shareholders approved resolutions to amend the Company’s Amended and Restated Articles of Association (the “Articles”) to increase the authorized share capital of the Company from 9,290,000 Ordinary Shares, nominal value NIS 0.60 per share, to 100,000,000 Ordinary Shares, nominal value NIS 0.60 per share and to approve a corresponding amendment to the Company’s Memorandum of Association.”

STANLEY BLACK & DECKER, INC.: Amended and restated Bylaws to, among other things, permit virtual shareholder meetings, update procedural mechanics for shareholder proposals and director nominations consistent with universal proxy rules, and make administrative changes (effective 2023-10-24).

“On October 24, 2023, the Board approved and adopted the amendment and restatement of the Company’s Bylaws (as amended and restated, the “Bylaws”), effective immediately.”

ADTRAN Holdings, Inc.: Amended and restated bylaws with changes to stockholder list availability, adjourned meetings, proxy card color, business at annual meetings, and director nominations (effective 2023-10-20).

“On October 20, 2023, the Board amended and restated the Corporation’s bylaws (as amended and restated, the “ Bylaws ”), effective on such date.”

WOLFSPEED, INC.: Approved amendment to Restated Articles to increase authorized shares of common stock from 200,000,000 to 400,000,000, consolidated into Amended and Restated Articles of Incorporation (effective 2023-10-23).

“On October 23, 2023, the shareholders of the Company approved an amendment to the Company’s Restated Articles of Incorporation, as amended (the “Restated Articles”), to increase the number of authorized shares of common stock from 200,000,000 to 400,000,000. The amendment was combined with prior amendments to the Restated Articles into one consolidated Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”) and filed with the Secretary of State of the State of North Carolina on October 23, 2023.”

Broad Street Realty, Inc.: Amended and Restated Bylaws to conform to new charter, changing special meeting calling, stockholder proposals, quorum, director election standard, and amendment vote requirements (effective 2023-10-23).

“Effective October 23, 2023, the Board of Directors of the Company (the “Board”) adopted Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), to conform the bylaws of the Company to the Amended and Restated Charter and customary provisions of bylaws of public companies.”

Broad Street Realty, Inc.: Amended and Restated Charter increasing authorized shares and modifying voting rights, exclusive forum, stock ownership limits, and amendment provisions (effective 2023-10-23).

“On October 23, 2023, Broad Street Realty, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware the Amended and Restated Certificate of Incorporation (the “Amended and Restated Charter”), which become effective upon filing.”