Common use of Articles of Incorporation; By-Laws; Directors and Officers Clause in Contracts

Articles of Incorporation; By-Laws; Directors and Officers. (a) With the exception of the name change as provided herein, the Articles of Incorporation of Purchaser as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall continue to be the Articles of Incorporation of Purchaser (the “Articles of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law. (b) The by-laws of Purchaser as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, shall continue to be the by-laws of the Purchaser (the “By-laws”) from and after the Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law. (c) One or more of the shareholders of the Company at the Effective Time shall be appointed the directors of the Purchaser and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and By-laws. One or more of the shareholders of the Company immediately prior to the Effective Time shall be appointed the officers of the Purchaser and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and By-laws. (d) At the Effective Time as contemplated by Section 2.2 hereof, the officers and directors of the Purchaser designated on Exhibit C hereto shall resign, to be replaced by the officers and directors designated on Exhibit C hereto, who shall immediately take such offices or who shall take such offices upon compliance with the Federal Securities Laws, as the case may be. The appointment of new directors in accordance with the terms of this Section 2.3(d) shall be accomplished through the filling of vacancies in the Board of Directors of the Purchaser in compliance with the applicable provisions of the DGCL and the By-laws of the Purchaser and without the vote (by written consent or otherwise) of the shareholders of the Purchaser.

Articles of Incorporation; By-Laws; Directors and Officers. (a) With the exception of the name change as provided herein, the The Articles of Incorporation of Purchaser the Company as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall continue to be the Articles of Incorporation of Purchaser the Surviving Corporation (the “Articles of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law. (b) The by-laws of Purchaser the Company as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, shall continue to be the by-laws of the Purchaser Surviving Corporation (the “By-laws”) from and after the Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law. (c) One or more of the shareholders directors of the Company at immediately prior to the Effective Time shall be appointed the initial directors of the Purchaser Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and By-laws. One or more of the shareholders The officers of the Company immediately prior to the Effective Time shall be appointed the initial officers of the Purchaser Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and By-laws. (d) At the Effective Time as contemplated by Section 2.2 hereof, the officers and directors of the Purchaser Parent designated on Exhibit C hereto shall resign, to be replaced by the officers and directors designated on Exhibit C hereto, who shall immediately take such offices or who shall take such offices upon compliance with the Federal Securities Laws, as the case may be. The appointment of new directors in accordance with the terms of this Section 2.3(d) shall be accomplished through the filling of vacancies in the Board of Directors of the Purchaser Parent in compliance with the applicable provisions of the DGCL NRS and the Byby-laws of the Purchaser Parent and without the vote (by written consent or otherwise) of the shareholders of the PurchaserParent.

Articles of Incorporation; By-Laws; Directors and Officers. (a) With the exception of the name change as provided herein, the Articles of Incorporation of Purchaser as in effect immediately Unless otherwise determined by Parent prior to the Effective Time, a copy at the Effective Time, the Amended and Restated Articles of which is attached Incorporation of the Company shall be amended and restated to read in their entirety substantially as set forth in Exhibit A attached hereto, and, as so amended and restated shall continue to be the Articles of Incorporation of Purchaser (the “Surviving Corporation until thereafter amended in accordance with CGCL and as provided in such Articles of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law. (b) The by-laws of Purchaser as in effect immediately Unless otherwise determined by Parent prior to the Effective Time, a copy at the Effective Time, the Amended and Restated By-Laws of which is attached the Company shall be amended and restated to read in their entirety substantially as set forth in Exhibit B attached hereto, and, as so amended and restated shall continue to be the byBy-laws Laws of the Purchaser (the “By-laws”) from and after the Effective Time Surviving Corporation until thereafter changed or amended as provided therein or in accordance with applicable lawCGCL and as provided in such By-Laws. (c) One or more Unless otherwise determined by Parent prior to the Effective Time, the directors of the shareholders of the Company at Merger Sub immediately prior to the Effective Time shall be appointed the initial directors of the Purchaser Surviving Corporation, and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and By-laws. One or more of the shareholders officers of the Company immediately prior to the Effective Time shall be appointed the initial officers of the Purchaser and shall hold office from the Effective Time Surviving Corporation, in each case, until their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the manner provided in the Surviving Corporation’s Articles of Incorporation and By-laws. (d) At Laws, or as otherwise provided by applicable law. In addition, unless otherwise determined by Parent prior to the Effective Time, Parent, the Company and Merger Sub shall cause the directors of Merger Sub immediately prior to the Effective Time as contemplated by Section 2.2 hereofto be the directors and officers, the officers and directors respectively, of each of the Purchaser designated on Exhibit C hereto shall resignSurviving Corporation’s Subsidiaries immediately after the Effective Time, each to be replaced by the officers and directors designated on Exhibit C hereto, who shall immediately take hold office as a director or officer of each such offices or who shall take such offices upon compliance with the Federal Securities Laws, as the case may be. The appointment of new directors Subsidiary in accordance with the terms of this Section 2.3(d) shall be accomplished through the filling of vacancies in the Board of Directors of the Purchaser in compliance with the applicable provisions of the DGCL and the By-laws of the Purchaser respective jurisdiction of organization and without the vote (by written consent respective Articles of Incorporation and By-Laws or otherwise) equivalent organizational documents of the shareholders of the Purchasereach such Subsidiary.

Articles of Incorporation; By-Laws; Directors and Officers. (a) With the exception of the name change as provided herein, the The Articles of Incorporation of Purchaser the Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall continue to be the Articles of Incorporation of Purchaser the Surviving Corporation (the “Articles of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law. (b) The by-laws of Purchaser the Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, shall continue to be the by-laws of the Purchaser Surviving Corporation (the “By-laws”) from and after the Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law. (c) One or more of the shareholders directors of the Company at immediately prior to the Effective Time shall be appointed the initial directors of the Purchaser Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and By-laws. One or more of the shareholders The officers of the Company immediately prior to the Effective Time shall be appointed the initial officers of the Purchaser Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and By-laws. (d) At the Effective Time as contemplated by Section 2.2 hereof, the officers and directors of the Purchaser Parent designated on Exhibit C hereto shall resign, to be replaced by the officers and directors designated on Exhibit C hereto, who shall immediately take such offices or who shall take such offices upon compliance with the Federal Securities Laws, as the case may be. The appointment of new directors in accordance with the terms of this Section 2.3(d) shall be accomplished through the filling of vacancies in the Board of Directors of the Purchaser Parent in compliance with the applicable provisions of the DGCL Delaware law and the Byby-laws of the Purchaser Parent and without the vote (by written consent or otherwise) of the shareholders of the PurchaserParent.

Articles of Incorporation; By-Laws; Directors and Officers. (a) With the exception of the name change as provided herein, the The Articles of Incorporation of Purchaser the Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall continue to be the Articles of Incorporation of Purchaser the Surviving Corporation (the “Articles of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law. (b) The by-laws of Purchaser the Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, shall continue to be the by-laws of the Purchaser Surviving Corporation (the “By-laws”) from and after the Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law. (c) One or more of the shareholders directors of the Company at immediately prior to the Effective Time shall be appointed the initial directors of the Purchaser Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and By-laws. One or more of the shareholders The officers of the Company immediately prior to the Effective Time shall be appointed the initial officers of the Purchaser Surviving Corporation and shall hold office from the Effective Time until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles of Incorporation and By-laws. (d) At the Effective Time as contemplated by Section 2.2 hereof, the officers and directors of the Purchaser Parent designated on Exhibit C hereto shall resign, to be replaced by the officers and directors designated on Exhibit C hereto, who shall immediately take such offices or who shall take such offices upon compliance with the Federal Securities Laws, as the case may be. The appointment of new directors in accordance with the terms of this Section 2.3(d) shall be accomplished through the filling of vacancies in the Board of Directors of the Purchaser Parent in compliance with the applicable provisions of the DGCL NRS and the Byby-laws of the Purchaser Parent and without the vote (by written consent or otherwise) of the shareholders of the PurchaserParent.