Common use of Articles of Incorporation; Bylaws; Directors and Officers Clause in Contracts

Articles of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time, the articles of incorporation of the Surviving Corporation shall be the Articles of Incorporation of the Company as amended and restated as set forth in Exhibit A attached hereto which is incorporated herein by reference, until thereafter amended as provided by Law and such articles of incorporation. (b) The Bylaws of Merger Sub, as in effect immediately before the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended as provided by Law, the articles of incorporation of the Surviving Corporation and such bylaws. (c) The directors of Merger Sub immediately before the Effective Time will continue as the directors of the Surviving Corporation, and, except as Merger Sub may otherwise notify the Company in writing prior to the Effective Time, the officers of the Company immediately before the Effective Time will be the initial officers of the Surviving Corporation, in each case until their successors are elected or appointed and qualified. If, at the Effective Time, a vacancy shall exist on the board of directors or in any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by Law.

Articles of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time, : (a) the articles of incorporation of the Company shall be amended and restated to read in its entirety as set forth in Exhibit A attached hereto and as so amended and restated shall be the articles of incorporation of the Surviving Corporation shall be the Articles of Incorporation of the Company as amended and restated as set forth in Exhibit A attached hereto which is incorporated herein by reference, until thereafter amended as provided by Law and such articles of incorporation.in accordance with applicable Law; (b) The Bylaws the bylaws of the Company shall be amended and restated to be substantially identical to the bylaws of Merger Sub, Sub as in effect immediately before prior to the Effective Time, Time (except that the name of the Surviving Corporation shall be “Covisint Corporation”) and as so amended and restated shall be the bylaws of the Surviving Corporation Corporation, until thereafter amended as provided by in accordance with applicable Law, the articles of incorporation of the Surviving Corporation and such bylaws.; and (c) The the directors and officers of Merger Sub immediately before the Effective Time will continue as the directors of the Surviving Corporation, and, except as Merger Sub may otherwise notify the Company in writing prior to the Effective Time, the officers of the Company immediately before the Effective Time will shall be the initial directors and officers of the Surviving Corporation, in each case to serve until the earlier of their respective resignations or removals or until their respective successors are duly elected or appointed and qualified. If, at the Effective Time, a vacancy shall exist on the board of directors or in any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by Law.

Articles of Incorporation; Bylaws; Directors and Officers. of -------------------------------------------------------------- the Surviving Corporation. Unless otherwise agreed by Parent and the Company -------------------------- prior to the Closing, at the Effective Time: (a) At the Effective TimeArticles of Incorporation of the Company shall be amended to read in their entirety as set forth on Exhibit C hereto, and as so amended --------- shall constitute (until amended as provided by applicable law and such Articles of Incorporation, as applicable) the articles of incorporation of the Surviving Corporation Corporation; (b) the Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be at and after the Articles of Incorporation of the Company as amended and restated as set forth in Exhibit A attached hereto which is incorporated herein by reference, Effective Time (until thereafter amended as provided by Law law, its Articles of Incorporation and such articles its Bylaws, as applicable) the Bylaws of incorporation.the Surviving Corporation; (bc) The Bylaws the officers of Merger Sub, as Sub immediately prior to the Effective Time shall continue to serve in effect immediately before their respective offices of the Surviving Corporation from and after the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended as provided by Law, the articles of incorporation of the Surviving Corporation and such bylaws. (c) The directors of Merger Sub immediately before the Effective Time will continue as the directors of the Surviving Corporation, and, except as Merger Sub may otherwise notify the Company in writing prior to the Effective Time, the officers of the Company immediately before the Effective Time will be the initial officers of the Surviving Corporation, in each case until their successors are elected or appointed and qualified. If, at qualified or until their resignation or removal; and (d) the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation from and after the Effective Time, a vacancy shall exist on the board of directors until their successors are elected or in any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by Lawappointed and qualified or until their resignation or removal.

Articles of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time, the Articles of Incorporation of Merger Sub, as in effect immediately before the Effective Time, shall be the articles of incorporation of the Surviving Corporation shall be the Articles of Incorporation of the Company as amended and restated as set forth in Exhibit A attached hereto which is incorporated herein by reference, until thereafter amended as provided by Applicable Law and such articles of incorporation.; provided, however, Article I of the Articles of Incorporation shall be amended at the Effective Time to read: “The name of the Corporation is Embrex, Inc.” (b) The Bylaws of Merger Sub, as in effect immediately before the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended as provided by Applicable Law, the articles of incorporation of the Surviving Corporation and such bylaws. (c) The directors of Merger Sub immediately before the Effective Time will continue as the directors of the Surviving Corporation, and, and except as Merger Sub may otherwise notify the Company in writing prior to the Effective Time, the officers of the Company immediately before the Effective Time will be the initial officers of the Surviving Corporation, in each case until their successors are elected or appointed and qualified. If, at the Effective Time, a vacancy shall exist on the board of directors or in any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by Lawlaw.

Articles of Incorporation; Bylaws; Directors and Officers. (a) At Subject to Section 4.2(c), at the Effective Time, the articles of incorporation of the Surviving Corporation shall be the Articles of Incorporation of the Company as amended and restated as set forth in Exhibit A attached hereto which is incorporated herein by reference, until thereafter amended as provided by Law and such articles of incorporation. (b) The Bylaws of Merger SubAcquiror, as in effect immediately before the Effective Time, shall be the bylaws Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by Lawthe MBCA and the provisions of such Articles of Incorporation, except that the name of the Surviving Corporation shall be "Universal Hospital Services, Inc." (b) The Bylaws of Acquiror, as in effect immediately before the Effective Time, shall become the Bylaws of the Surviving Corporation until thereafter amended as provided by the MBCA, the articles provisions of incorporation the Articles of Incorporation of the Surviving Corporation and such bylawsBylaws. (c) The directors and officers of Merger Sub Acquiror immediately before the Effective Time will continue as the directors of the Surviving Corporation, and, except as Merger Sub may otherwise notify the Company in writing prior to the Effective Time, the officers of the Company immediately before the Effective Time will shall be the initial directors and officers of the Surviving Corporation, Corporation in each case until their successors are elected or appointed and qualified. If, at the Effective Time, a vacancy shall exist on the board Board of directors Directors or in any office of the Surviving Corporation, such vacancy may shall thereafter be filled in the manner provided by Lawthe MBCA, the Articles of Incorporation and Bylaws of the Surviving Corporation.

Articles of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time: (a) The Articles of Incorporation or the Certificate of Incorporation, as the articles case may be, ("Articles of incorporation Incorporation") of each Newco shall, from and after the Surviving Corporation shall Effective Time and as amended thereupon to change the name of such Newco to be the name of its corresponding Company, be the Articles of Incorporation of the Company as amended and restated as set forth in Exhibit A attached hereto which is incorporated herein by reference, respective Surviving Corporation until thereafter amended in accordance with the provisions therein and as provided by Law and such articles the applicable provisions of incorporationthe State Corporation Laws. (b) The Bylaws of Merger Sub, as each Newco in effect immediately before prior to the Effective Time shall, from and after the Effective Time, shall be the bylaws Bylaws of the respective Surviving Corporation Corporation, continuing until thereafter amended in accordance with their terms and the Articles of Incorporation of such Surviving Corporation and as provided by Law, the articles of incorporation of the Surviving State Corporation and such bylawsLaws. (c) The directors initial director of Merger Sub immediately before each Surviving Corporation shall be Xxxxxx X. Xxxxxxx until his successor is elected and qualified, and the Effective Time will continue as initial officers of each Surviving Corporation shall be the directors officers of the Surviving Corporation, and, except as Merger Sub may otherwise notify the respective Company in writing immediately prior to the Effective Time, with the officers addition of the Company immediately before the Effective Time will be the initial officers Xxxxxx X. Xxxxxxx as Assistant Secretary of the each Surviving Corporation, in each case until their successors are duly elected or appointed and qualified. If, at the Effective Time, a vacancy shall exist on the board of directors or in any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by Law.

Articles of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time, the articles Articles of incorporation Incorporation of Company, as in effect immediately prior to the Surviving Corporation Effective Time, shall be the Articles of Incorporation of the Company as amended Surviving Corporation and restated as set forth in Exhibit A attached hereto which is incorporated herein by reference, thereafter shall continue to be its Articles of Incorporation (until thereafter amended as provided by Law and such articles under Colorado Law); provided, however, that at the Effective Time the Articles of incorporation. (b) Incorporation of the Surviving Corporation shall be amended so that the name of the Surviving Corporation shall be "Medical Dynamics, Inc." The Bylaws of Merger SubCompany, as in effect immediately before prior to the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended as provided by Law, the articles of incorporation Bylaws of the Surviving Corporation and such bylaws. thereafter shall continue to be its bylaws (c) until amended as provided therein and under Colorado Law). The initial directors and officers of the Surviving Corporation shall be the directors and the officers of Merger Sub who are serving in such capacities immediately before the Effective Time will continue as the directors of the Surviving Corporation, and, except as Merger Sub may otherwise notify the Company in writing prior to the Effective Time, and such directors and officers shall continue to serve as the officers of the Company immediately before the Effective Time will be the initial directors and officers of the Surviving Corporation, Corporation in each case until their successors are elected or appointed and qualified. If, at accordance with the Effective Time, a vacancy shall exist on the board of directors or in any office bylaws of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by Law.