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200209211 against it with respect to such Certificate. the Exchange Agent will pay, in exchange for such last. stolen or destroyed Caafiam, the Merges Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Article. . 7CUT Ttm? SURVIVMO CORIOaAT10N, CMTArN GOVptNANCE MATTERS SECnoN 4.01. Cerrif cam of Imorpo.vian The certificate of incorporation of Mager Subsidiary in effect a the Effective Time dull be the certificate of incorporation of the Surviving Corporation will amended in accordance with applicable law: provided that, at the Effective Time, Article 1 of such certificate of incorporation shall be amended to teed as fa0ows: '"fhe name of the corporation is American Freightways Corporation". SECttoN 4.02. Bylaws. The bylaws of Malta Subsidiary in effect at the Effective rnme shall be the bylaws of the Surviving Corporation until amanded in accordance with applicable law. SEcnoN 4.03. Directors and Offkem From ad after the Effective Time, mill successes are duly elated or appointed and qualified in accordance with applicable law. (i) the directors of Mager Subsidiary at the Effective Time shall be the duamns of the Surviving Corporation and (a) the officers of the Company at the Effective Time shall be the offices of the Surviving Corpo ration. S=rm 4.04. Parent Board of Dirccmrs. At the Effective Time, the board of directors of Parent shall consist of 13 dhectas, of whom one shall be Mr. F.S. Garrison (the "Company Board Designee") and the remainder of whom shall be directors of parent print to the Effective Time. Prior to the Effective Time, the Board of DhecTars of Parent shall take all action necessary to increase the set of the Board of Duectaa of Parent as necessary and to elect the Company Board Designee to the Board of Directors of Parent in a cede H director, in each case a of the Effective Time SErnart 4.05. Connpmny Headquarters. It is the inamim of Poem to awe the Surviving Corporation to maintain a significant presence in Harrison. Arkauoae and to corrosion to employ approximately the same number of employees of the Company as are employed at the EHecave Time, subject to the Surviving Corporation's right to make commuting personnel decisions in the ordinary coupe of bwiea ss. l The Company represents and warrant to Parent that, except as sec ford in the Company Disclosure Schedule: SECTION 5.01. Corporate Eusrence, and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the Sane of Arkansas and has a8 corporate powers and all governmental licensee, aaNaiaRCrs, pa ®la came arts and approvals regtmed to carry on its busiow as now conducted, except for thou licenses, aurhairaa as, permits, cowems and approvals the absence of which would not have, individually or in the aggregate, a Material Adverse Wed on the Company. The Company is duly qualified to do business as a faeign corporation and is in good standing in each jmisdicaor where such qualification is necessary, except fa those jmiadicrtma where failure to be an qualified would nor have, individually or in the aggregate. a Material Adverse Effect on the Company. The Company has heretofore delivered to Parent time and complete copies of are articln of mcotporatfon and bylaws of the Company as currently in effect A•11