Common use of Certificate of Incorporation and Bylaws Clause in Contracts

Certificate of Incorporation and Bylaws. (a) The Company's certificate of incorporation in effect immediately prior to the Effective Time shall be amended and restated in its entirety at the Effective Time to read as set forth in Exhibit A, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended.

Certificate of Incorporation and Bylaws. (a) The Company's At the Effective Time, the certificate of incorporation in effect immediately prior to of the Effective Time Company shall be amended and restated so as to read in its entirety at the Effective Time to read as is set forth in on Exhibit A, A and, as so amended and restatedamended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amendedamended in accordance with its terms and as provided by Law, in each case, consistent with the obligations set forth in Section 5.7.

Certificate of Incorporation and Bylaws. (a) The Company's Upon the occurrence of the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety at the Effective Time to read as set forth in the form of Exhibit A, B hereto and, as so amended and restatedamended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amendedamended as provided therein or by applicable Law.

Certificate of Incorporation and Bylaws. (a) The At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, or the Company's , the certificate of incorporation in effect immediately prior to of the Effective Time Company shall be amended in a form to be mutually agreed to by Parent and restated in its entirety at the Effective Time to read as set forth in Exhibit ACompany, and, and as so amended and restatedamended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amendedamended in accordance with the terms thereof or as provided by applicable Law (and subject to Section 6.7).

Certificate of Incorporation and Bylaws. (a) The Company's At the Effective Time, the certificate of incorporation in effect immediately prior to of the Effective Time Company shall be amended and restated so as to read in its entirety at the Effective Time to read as is set forth in on Exhibit AA hereto, and, as so amended and restatedamended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amendedamended in accordance with its terms or as provided by Law.

Certificate of Incorporation and Bylaws. (a) The Company's At the Effective Time, the certificate of incorporation in effect immediately prior to of the Effective Time shall Company will be amended and restated to read in its entirety at in the Effective Time to read form attached hereto as set forth in Exhibit A, and, C and as so amended and restated, shall will be the certificate of incorporation of the Surviving Corporation until thereafter amendedchanged or amended as provided therein or by applicable Law.

Certificate of Incorporation and Bylaws. (a) The Company's certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety by virtue of the Merger at the Effective Time to read in its entirety as set forth in on Exhibit A, A hereto and, as so amended and restatedamended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amendedchanged or amended as provided therein or by applicable Law and, in each case, subject to Section 5.06.

Certificate of Incorporation and Bylaws. (a) The Company's At the Effective Time, the certificate of incorporation in effect immediately prior to of the Effective Time shall be amended and restated in its entirety at the Effective Time to read as set forth in Exhibit A, and, as so amended and restated, shall Company will be the certificate of incorporation of the Surviving Corporation and will be amended so as to read in its entirety as set forth on Exhibit A until thereafter amendedfurther amended in accordance with its terms and as provided by applicable Law (subject to the requirements of Section 7.01).

Certificate of Incorporation and Bylaws. (a) The Company's At the Effective Time, the certificate of incorporation in effect immediately prior to of the Effective Time shall be amended and restated in its entirety at the Effective Time to read as set forth in Exhibit A, and, as so amended and restated, shall Company will be the certificate of incorporation of the Surviving Corporation and will be amended so as to read in its entirety as set forth on Exhibit A until thereafter amendedfurther amended in accordance with its terms and as provided by applicable law (subject to the requirements of Section 6.1).

Certificate of Incorporation and Bylaws. (a) The Company's At the Effective Time, the certificate of incorporation in effect immediately prior to of the Effective Time Company shall be amended and restated in its entirety at to contain the provisions of the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time to read as set forth in Exhibit ATime, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amendedamended in accordance with its terms and as provided by applicable Law.

Certificate of Incorporation and Bylaws. (a) The Company's At the Effective Time, the certificate of incorporation in effect immediately prior to of the Effective Time Company shall be amended and restated so that it reads in its entirety at the Effective Time to read as set forth in Exhibit AE hereto, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amendedamended in accordance with its terms and as provided by Applicable Law.

Certificate of Incorporation and Bylaws. (a) The Company's a)The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety by virtue of the Merger at the Effective Time to read as set forth in the form of Exhibit A, A hereto and, as so amended and restatedamended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amendedchanged or amended as provided therein or by applicable Law.

Certificate of Incorporation and Bylaws. (a) The Company's At the Effective Time, the certificate of incorporation in effect immediately prior to of the Effective Time Company shall be amended and restated so as to read in its entirety at the Effective Time to read as is set forth in on Exhibit AA hereto, and, as so amended and restatedamended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amendedamended in accordance with its terms or applicable Law.

Certificate of Incorporation and Bylaws. (a) The Company's At the Effective Time, the certificate of incorporation in effect immediately prior to of the Effective Time Company shall be amended and restated to read in its entirety at the Effective Time to read as set forth in Exhibit AB, and, and as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amendedamended in accordance with its terms and the terms hereof and as provided by applicable Law.

Certificate of Incorporation and Bylaws. (a) The Company's At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety at to be in the Effective Time form attached as Exhibit B to read as set forth in Exhibit A, this Agreement and, as so amended and restated, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation from and after the Effective Time, until thereafter amendedamended as provided therein or permitted by applicable Law (including the DGCL), subject to Section 7.04.

Certificate of Incorporation and Bylaws. (a) The Company's At the Effective Time, in accordance with Section 251(c)(4) of the DGCL, the certificate of incorporation in effect immediately prior to of the Effective Time Company shall be amended and restated in its entirety at to be identical to the Effective Time certificate of incorporation of Merger Sub (except that all references therein to read as set forth in Exhibit A, and, as so Merger Sub shall be automatically amended and restatedshall become references to Surviving Corporation), such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amendedamended in accordance with applicable Law.

Certificate of Incorporation and Bylaws. (a) The Company's At the Effective Time, the certificate of incorporation in effect immediately prior to of the Effective Time Company shall be amended and restated so that it reads in its entirety at the Effective Time to read as set forth in Exhibit A, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended, subject to Section 6.11.

Certificate of Incorporation and Bylaws. (a) The Company's At the Effective Time, the certificate of incorporation in effect immediately prior to the Effective Time of Company shall be amended and restated in its entirety at the Effective Time to read as set forth in on Exhibit AD, and, and as so amended and restated, restated shall be the certificate of incorporation of the Surviving Corporation until thereafter amendedchanged or amended (subject to Section 7.7) as provided therein or by applicable Law.

Certificate of Incorporation and Bylaws. (a) The Company's certificate of incorporation in effect immediately prior Subject to Section 6.04, at the Effective Time and by virtue of the Merger, the Company Certificate shall be amended and restated to read in its entirety at the Effective Time to read as set forth in Exhibit A, and, and as so amended and restated, restated shall be the certificate of incorporation of the Surviving Corporation until thereafter amendedamended in accordance with applicable Law.

Certificate of Incorporation and Bylaws. (a) The Company's certificate of incorporation in effect immediately prior to of the Effective Time Company, as heretofore amended (the “Company Charter”), shall be amended and restated in its entirety at the Effective Time to read as set forth in Exhibit A, and, as so amended and restated, shall be identical to the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation Corporation, until thereafter amendedchanged or amended as provided therein or by applicable Law.

Certificate of Incorporation and Bylaws. (a) The Company's certificate Certificate of incorporation in effect immediately prior to Incorporation of the Effective Time Company shall be amended and restated in its entirety at the Effective Time to read as set forth be in the form of Exhibit A, and, as so amended and restatedamended, such Certificate of Incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amendedchanged or amended as provided therein or by applicable Law.

Certificate of Incorporation and Bylaws. (a) The Company's certificate At the Effective Time, the Company Certificate of incorporation Incorporation as in effect immediately prior to the Effective Time shall be amended and restated so as to read in its entirety at the Effective Time to read as set forth in Exhibit A, A attached hereto and, as so amended and restatedamended, shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter amendedchanged or amended as provided therein or by applicable Law, subject to Section 7.1.

Certificate of Incorporation and Bylaws. (a) The Company's At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in the Merger to read in its entirety at the Effective Time to read as set forth in on Exhibit AB, and, and as so amended and restatedamended, shall will be the certificate of incorporation of the Surviving Corporation until thereafter amendedchanged or amended as provided therein or by applicable Law (subject to the requirements of Section 5.01).

Certificate of Incorporation and Bylaws. (a) The Company's certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety by virtue of the Merger at the Effective Time to read as set forth in the form of Exhibit A, A hereto and, as so amended and restatedamended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amendedchanged or amended as provided therein or by applicable Law.

Certificate of Incorporation and Bylaws. (a) The Company's certificate of incorporation in effect immediately prior to At the Effective Time Time, and by virtue of the Merger, the Company Certificate of Incorporation shall be amended and restated in its entirety at in the Effective Time to read form attached hereto as set forth in Exhibit AB, and, as so amended and restatedamended, shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter amended, subject to Section 5.5, in accordance with the provisions thereof and the DGCL.

Certificate of Incorporation and Bylaws. (a) The Certificate of Incorporation of the Company's certificate of incorporation , as in effect immediately prior to the Effective Time Time, shall be amended and restated in its entirety at the Effective Time to read in its entirety as set forth in Exhibit A, A hereto; and, as so amended and restatedamended, that Certificate of Incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amendedchanged or amended in accordance with the provisions thereof and applicable Law.

Certificate of Incorporation and Bylaws. (a) The Company's At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time Time, shall be amended and restated in its entirety at as of the Effective Time to read as be in the form set forth in Exhibit AF hereto, and, and as so amended and restatedamended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amendedamended in accordance with its terms and as provided by applicable Law.

Certificate of Incorporation and Bylaws. (a) The Company's certificate of incorporation in effect immediately prior Subject to the Effective Time terms of Section 6.05(a), the Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate”) shall be amended and restated in its entirety at the Effective Time to read as set forth in the form of Exhibit A, D hereto and, as so amended and restatedamended, the Company Certificate shall be the certificate of incorporation of the Surviving Corporation until thereafter amendedchanged or amended as provided therein or by applicable Law.

Certificate of Incorporation and Bylaws. (a) The Company's certificate of incorporation in effect immediately prior to a)At the Effective Time Time, and by virtue of the Merger, the Company Certificate of Incorporation shall be amended and restated in its entirety at in the Effective Time to read form attached hereto as set forth in Exhibit AB, and, as so amended and restatedamended, shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter amended, subject to Section ‎6.5, in accordance with the provisions thereof and the DGCL.

Certificate of Incorporation and Bylaws. (a) The Company's At the Effective Time, the certificate of incorporation in effect immediately prior to of the Effective Time Company shall be amended and restated so as to read in its entirety at the Effective Time to read as set forth in Exhibit A, D hereto and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amendedamended in accordance with its terms and as provided by applicable Law.

Certificate of Incorporation and Bylaws. (a) The Company's certificate of incorporation in effect immediately prior to At the Effective Time shall be amended Time, and restated in its entirety at without any further action on the Effective Time to read as set forth in Exhibit Apart of the Company or Merger Sub, and, as so amended and restated, the Company Certificate of Incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amendedchanged or amended as provided therein or by Applicable Law, subject to the terms of this Agreement, including, for the avoidance of doubt, Section 5.4.

Certificate of Incorporation and Bylaws. (a) The Company's At the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other person, the certificate of incorporation in effect immediately prior to of the Effective Time Company shall be amended and restated in its entirety at the Effective Time to read as set forth in Exhibit A, and, as so A hereto and such amended and restated, restated certificate of incorporation shall be become the certificate of incorporation of the Surviving Corporation until thereafter amendedamended in accordance with the applicable provisions of the DGCL and such certificate of incorporation (but subject to Section 6.07).

Certificate of Incorporation and Bylaws. (a) The Company's As of the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time Merger, shall be amended and restated in its entirety at in the Effective Time to read form attached hereto as set forth in Exhibit A, A and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amendedchanged or amended as provided therein or by applicable law.

Certificate of Incorporation and Bylaws. (a) The Company's At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety at in the Effective Time Merger to read as set forth in Exhibit Athe Certificate of Merger, and, and as so amended and restatedamended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amendedamended in accordance with the DGCL.

Certificate of Incorporation and Bylaws. (a) The Company's At the Effective Time, by virtue of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time Time, shall be amended and restated so that it reads in its entirety at the Effective Time to read as set forth in Exhibit AD hereto, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amendedamended in accordance with its terms and as provided by applicable Law.

Certificate of Incorporation and Bylaws. (a) The Company's At the Effective Time, the certificate of incorporation in effect immediately prior to of the Effective Time Company shall be amended and restated so that it reads in its entirety at the Effective Time to read as set forth in Exhibit AF hereto, and, as so amended and restatedamended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amendedamended in accordance with its terms and as provided by applicable Law.

Certificate of Incorporation and Bylaws. (a) The Company's certificate of incorporation in effect immediately prior to of the Effective Time Company, as heretofore amended (the “Company Certificate”), shall be amended and restated in its entirety at the Effective Time to read as set forth in Exhibit A, and, as so amended and restated, shall be identical to the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation Corporation, until thereafter amendedchanged or amended as provided therein or by applicable Law.

Certificate of Incorporation and Bylaws. (a) The Company's certificate of incorporation in effect immediately prior Subject to the Effective Time terms of Section 6.05(a), the Amended and Restated Certificate of Incorporation of the Company (the "Company Certificate") shall be amended and restated in its entirety at the Effective Time to read as set forth in the form of Exhibit A, D hereto and, as so amended and restatedamended, the Company Certificate shall be the certificate of incorporation of the Surviving Corporation until thereafter amendedchanged or amended as provided therein or by applicable Law.

Certificate of Incorporation and Bylaws. (a) The Company's certificate of incorporation of the Company, as amended and in effect immediately prior to before the Effective Time Time, shall be amended and restated in its entirety at the Effective Time to read as set forth in the form of Exhibit A, and, as so amended and restatedamended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amendedas of the Effective Time.

Certificate of Incorporation and Bylaws. (a) The Company's At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated to read in its entirety at the Effective Time to read as set forth in on Exhibit AB, and, and as so amended and restated, shall will be the certificate of incorporation of the Surviving Corporation until thereafter amendedchanged or amended as provided therein or by applicable Law (subject to the requirements of Section 5.01).

Certificate of Incorporation and Bylaws. (a) The Company's certificate of incorporation of the Company (as it shall be amended and restated at the Effective Time in effect immediately the form attached hereto as Exhibit B, and as it may be further amended, modified or supplemented from time to time after the date hereof and prior to the Effective Time shall be amended by the mutual written agreement of the Company and restated Intermediate Parent (on behalf of itself and the other Affinion Parties) in its entirety at accordance with the Effective Time to read as set forth in Exhibit A, and, as so amended provisions thereof and restated, applicable Law) shall be the certificate of incorporation of the Surviving Corporation until thereafter amendedCorporation.

Certificate of Incorporation and Bylaws. (a) The Company's certificate At the Effective Time, the Company Certificate of incorporation Incorporation as in effect immediately prior to the Effective Time shall be amended and restated so as to read in its entirety at the Effective Time to read as set forth in Exhibit A, C attached hereto and, as so amended and restatedamended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amendedsubject to Section 7.1(a).

Certificate of Incorporation and Bylaws. (a) The Company's At the Effective Time, the certificate of incorporation in effect immediately prior to of the Effective Time shall Company will be amended and restated to read in its entirety at in the Effective Time to read form attached hereto as set forth in Exhibit A, and, A and as so amended and restated, shall will be the certificate of incorporation of the Surviving Corporation until thereafter amendedchanged or amended as provided therein or by applicable Law.