Common use of Articles of Incorporation; Bylaws Clause in Contracts

Articles of Incorporation; Bylaws. (a) At the Effective Time, the Articles of Incorporation of the Surviving Corporation shall be amended and restated to conform to the Articles of Incorporation of Purchaser, as in effect immediately prior to the Effective Time, until thereafter amended as provided by law and such Articles of Incorporation; provided, that such Articles of Incorporation shall contain such provisions as are necessary to give full effect to the exculpation, indemnification and advancement of expenses provided for in Section 7.7 hereof and Article I of the Articles of Incorporation of the Surviving Corporation shall read as follows: “The name of the corporation is Actel Corporation.” (b) Unless otherwise determined by Parent prior to the Effective Time, the Bylaws of the Surviving Corporation shall be amended and restated at the Effective Time to conform to the Bylaws of Purchaser as in effect immediately prior to the Effective Time, until thereafter amended as provided by Law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Articles of Incorporation; Bylaws. (a) At the Effective Time, the Articles of Incorporation of (the Surviving Corporation shall be amended and restated to conform to the "Omega Articles of Incorporation Incorporation") of PurchaserOmega Merger Sub, as in effect immediately prior to the Effective Time, until thereafter amended as provided by law and such Articles of Incorporation; provided, that such Articles of Incorporation shall contain such provisions as are necessary to give full effect to the exculpation, indemnification and advancement of expenses provided for in Section 7.7 hereof and Article I of be the Articles of Incorporation of the Omega Surviving Corporation Corporation; provided, however, that Article I of the Omega Articles of Incorporation shall be amended to read as follows: “"The name of the corporation is Actel Corporation.”XxxxxXxxxxxxx.xxx, Inc." (b) Unless otherwise determined by Parent prior to the Effective Time, the The Bylaws of the Surviving Corporation shall be amended and restated at the Effective Time to conform to the Bylaws of Purchaser Omega Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Omega Surviving Corporation until thereafter amended amended. (c) At the Effective Time, the Articles of Incorporation (the "Online Articles of Incorporation") of Online Merger Sub, as provided by Lawin effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Online Surviving Corporation; provided, however, that Article I of the Online Articles of Incorporation shall be amended to read as follows: "The name of the corporation is XxxxxxXxxxxxxxxx.xxx corp." (d) The Bylaws of Online Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Online Surviving Corporation and such Bylawsuntil thereafter amended.

Articles of Incorporation; Bylaws. (a) At the Effective Time, the Articles of Incorporation of the Surviving Corporation shall be amended and restated to conform to the Articles of Incorporation of Purchaser, as in effect immediately prior to the Effective Time, until thereafter amended as provided by law and such Articles of Incorporation; provided, that such Articles of Incorporation shall contain such provisions as are necessary to give full effect to the exculpation, exculpation and indemnification and advancement of expenses provided for in Section 7.7 hereof and Article I of the Articles of Incorporation of the Surviving Corporation shall read as follows: “The name of the corporation is Actel White Electronic Designs Corporation.” (b) Unless otherwise determined by Parent prior to the Effective Time, the Bylaws of the Surviving Corporation shall be amended and restated at the Effective Time to conform to the Bylaws of Purchaser as in effect immediately prior to the Effective Time, until thereafter amended as provided by Law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Articles of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Articles of Incorporation of the Surviving Corporation Company shall be amended and restated as of the Effective Time to conform to the Articles of Incorporation of Purchaser, Merger Sub as in effect immediately prior to the Effective Time, until thereafter Time such amended as provided by law and such Articles of Incorporation; provided, that such Articles of Incorporation shall contain such provisions as are necessary to give full effect to the exculpation, indemnification and advancement of expenses provided for in Section 7.7 hereof and Article I of the restated Articles of Incorporation of the Surviving Corporation shall remain in effect until thereafter amended in accordance with the North Carolina Law and as provided in such Articles of Incorporation; provided, however, that at the Effective Time, Article 1 of such amended and restated Articles of Incorporation of the Surviving Corporation shall be read as follows: “"The name of the corporation is Actel CorporationAuctxxxXxxxx.xxx, Xxc.”" (b) Unless otherwise determined by Parent prior to the Effective Time, the Bylaws of the Surviving Corporation Company shall be amended and restated at as of the Effective Time to conform to the Bylaws of Purchaser Merger Sub as in effect immediately prior to the Effective TimeTime and such amended and restated Bylaws of the Surviving Corporation shall remain in effect, until thereafter amended in accordance with North Carolina Law and as provided by Law, in the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Articles of Incorporation; Bylaws. (a) At the Effective Time, the Articles of Incorporation by virtue of the Surviving Corporation shall be amended Merger and restated to conform to without any further action on the Articles part of Incorporation the Company, Parent or Merger Sub, the articles of Purchaser, incorporation of the Company as in effect immediately prior to the Effective Time, until thereafter amended as provided by law and such Articles of Incorporation; provided, that such Articles of Incorporation shall contain such provisions as are necessary to give full effect to the exculpation, indemnification and advancement of expenses provided for in Section 7.7 hereof and Article I of the Articles of Incorporation of the Surviving Corporation shall read as follows: “The name of the corporation is Actel Corporation.” (b) Unless otherwise determined by Parent prior to the Effective Time, the Bylaws of the Surviving Corporation Time shall be amended and restated at in its entirety in the Merger to the form attached hereto as Exhibit A, and as so amended, shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by applicable Law (but subject to the applicable terms of this Agreement). (b) At the Effective Time to conform to Time, by virtue of the Bylaws Merger and without any further action on the part of Purchaser the Company, Parent or Merger Sub, the bylaws of the Company as in effect immediately prior to the Effective TimeTime shall be amended and restated in its entirety in the Merger to the form attached hereto as Exhibit B, until thereafter amended and as provided by Lawso amended, shall be the Articles of Incorporation bylaws of the Surviving Corporation until thereafter amended in accordance with its terms and such Bylawsas provided by applicable Law (but subject to the applicable terms of this Agreement).

Articles of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Articles of Incorporation of the Surviving Corporation shall be automatically amended and restated to conform to such that the provisions of the Articles of Incorporation of PurchaserMerger Sub, as in effect immediately prior to the Effective Time, shall be the provisions of the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation; provided, however, that such Articles of Incorporation shall contain such provisions as are necessary to give full effect to the exculpation, indemnification and advancement of expenses provided for in Section 7.7 hereof and Article I of the Articles of Incorporation of the Surviving Corporation shall automatically be amended to read as follows: “"The name of the corporation is Actel Corporation.”AtWeb, Inc." (b) Unless otherwise determined by Parent prior to the Effective TimeParent, the Bylaws of the Surviving Corporation shall be automatically amended and restated at such that the Effective Time to conform to provisions of the Bylaws of Purchaser Merger Sub, as in effect immediately prior to the Effective Time, shall be the provisions of the Bylaws of the Surviving Corporation until thereafter amended in accordance with California Law and as provided by Law, in the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Articles of Incorporation; Bylaws. (a) At Immediately after the Effective Time, the Articles articles of Incorporation incorporation of the Surviving Corporation shall be amended and restated to conform to the Articles articles of Incorporation incorporation of Purchaser, Merger Sub as in effect immediately prior to the Effective TimeTime and as set forth in Exhibit A to this Agreement, except that such articles of incorporation shall be amended to provide that the name of the Surviving Corporation shall be "Transportation Resources, Inc.", and such articles of incorporation shall be the articles of incorporation of the Surviving Corporation until thereafter amended as provided by law Law and such Articles articles of Incorporation; provided, that such Articles of Incorporation shall contain such provisions as are necessary to give full effect to the exculpation, indemnification and advancement of expenses provided for in Section 7.7 hereof and Article I of the Articles of Incorporation of the Surviving Corporation shall read as follows: “The name of the corporation is Actel Corporationincorporation.” (b) Unless otherwise determined by Parent prior to Immediately after the Effective Time, the Bylaws bylaws of the Surviving Corporation shall be amended and restated at the Effective Time to conform to the Bylaws bylaws of Purchaser Merger Sub as in effect immediately prior to the Effective TimeTime and as set forth in Exhibit B to this Agreement, except that such bylaws shall be amended to provide that the name of the Surviving Corporation shall be "Transportation Resources, Inc.", and such bylaws shall be the bylaws of the Surviving Corporation until thereafter amended as provided by Law, the Articles of Incorporation of the Surviving Corporation Law and such Bylawsbylaws.

Articles of Incorporation; Bylaws. (a) At the Effective Time, the Articles articles of Incorporation incorporation of the Surviving Corporation shall shall, subject to Section 7.12 hereof, be amended and restated in its entirety to conform read identically to the Articles form attached as Exhibit C hereto, and as so amended such amended and restated articles of Incorporation incorporation shall become the articles of Purchaserincorporation of the Surviving Corporation until thereafter amended in accordance with the applicable provisions of the WBCA and such articles of incorporation. (b) At the Effective Time, the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, until thereafter shall become the bylaws of the Surviving Corporation, except that the bylaws of the Surviving Corporation shall be amended as provided by law of the Effective Time to change the name of the Surviving Corporation as used therein to “ZymoGenetics, Inc.,” and such Articles of Incorporation; provided, that such Articles of Incorporation shall to contain such provisions as are necessary to give full effect to Section 7.12, and as so amended such bylaws shall be the exculpation, indemnification and advancement of expenses provided for in Section 7.7 hereof and Article I of the Articles of Incorporation bylaws of the Surviving Corporation shall read as follows: “The name of the corporation is Actel Corporation.” (b) Unless otherwise determined by Parent prior to the Effective Time, the Bylaws of the Surviving Corporation shall be amended and restated at the Effective Time to conform to the Bylaws of Purchaser as in effect immediately prior to the Effective Time, until thereafter amended as provided by Lawin accordance with the applicable provisions of the WBCA, the Articles articles of Incorporation incorporation of the Surviving Corporation and such Bylawsbylaws.

Articles of Incorporation; Bylaws. (a) At the Effective Time, the Restated Articles of Incorporation of the Company shall by virtue of the Merger be amended and restated in their entirety to be identical to the articles of incorporation of Merger Sub as in effect immediately prior to the Effective Time and, as so amended and restated, shall be the articles of incorporation of the Surviving Corporation following the Effective Time until thereafter amended in accordance with their terms and applicable Law; provided, however, that at the Effective Time, Article I of the articles of incorporation of the Surviving Corporation shall be amended and restated in its entirety to conform to read as follows: "The corporate name of the Articles corporation (hereinafter called the "corporation") is Safeco Corporation." At the Effective Time, the bylaws of Incorporation of PurchaserMerger Sub, as in effect immediately prior to the Effective Time, until thereafter amended as provided by law and such Articles of Incorporation; provided, that such Articles of Incorporation shall contain such provisions as are necessary to give full effect to the exculpation, indemnification and advancement of expenses provided for in Section 7.7 hereof and Article I of the Articles of Incorporation of the Surviving Corporation shall read as follows: “The name of the corporation is Actel Corporation.” (b) Unless otherwise determined by Parent prior to the Effective Time, the Bylaws of the Surviving Corporation shall be amended and restated at the Effective Time to conform to the Bylaws of Purchaser as in effect immediately prior to the Effective Time, until thereafter amended as provided by Law, the Articles of Incorporation bylaws of the Surviving Corporation and such Bylawsfollowing the Effective Time until thereafter amended in accordance with the Constituent Documents of the Surviving Corporation and applicable Law, except that references to Merger Sub's name shall be replaced by references to "Safeco Corporation." This Section 1.4 shall be subject to the obligations of Parent and the Surviving Corporation under Section 6.9.

Articles of Incorporation; Bylaws. (a) At the Effective Time, the Articles of Incorporation of the Surviving Corporation shall be amended and restated to conform to the Articles of Incorporation of PurchaserCompany, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law the California Corporations Code and such Articles of Incorporation; provided, however, that such Articles of Incorporation shall contain such provisions as are necessary to give full effect to immediately after the exculpation, indemnification and advancement of expenses provided for in Section 7.7 hereof and Article I of Effective Time the -------- ------- Articles of Incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety like the Articles of Incorporation of Merger Sub with Article I of the Articles of Incorporation amended to read as follows: “"The name of the corporation is Actel Corporation.”Sandpiper Networks, Inc." (b) Unless otherwise determined by Parent At the Effective Time, the Bylaws of Company, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended; provided, however, that immediately after the Effective Time the Bylaws of the Surviving Corporation shall be amended and restated at the Effective Time in their entirety so as to conform to read like the Bylaws of Purchaser as in effect immediately prior to the Effective Time, until thereafter amended as provided by Law, the Articles of Incorporation of the Surviving Corporation and such BylawsMerger Sub.

Articles of Incorporation; Bylaws. (a) At the Effective Time, the Articles of Incorporation of the Surviving Corporation shall be amended and restated to conform to the Articles of Incorporation of PurchaserParent, as in effect immediately prior to the Effective Time, until thereafter amended as provided by law and such Articles of Incorporation; provided, that such shall remain the Articles of Incorporation of the Parent Corporation and the Articles of Incorporation of the Company shall contain such provisions as are necessary to give full effect be the Articles of Incorporation of the Surviving Company to the exculpationextent that they are not in conflict with the Articles of Incorporation of the Parent, indemnification action of the Board of Directors of the Parent, or with this Agreement, and advancement of expenses provided for in Section 7.7 hereof and Article I of as soon as practicable thereafter the Articles of Incorporation of the Surviving Corporation shall read be amended consistent with the forgoing and as follows: “The provided by law and such Articles of Incorporation of the Surviving Corporation; provided, however, that the name of the corporation is Actel CorporationParent in its Articles of Incorporation shall be changed concurrent with the Effective Time at the discretion of the Company, in its Articles of Incorporation in the State of Texas.” (b) Unless otherwise determined by Parent The Bylaws of the Parent, as in effect immediately prior to the Effective Time, shall remain, at the Effective Time, the Bylaws of the Parent until thereafter amended as necessary and consistent with this Agreement. The Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be, at the Effective Time, the Bylaws of the Surviving Corporation shall be amended and restated at the Effective Time to conform to the Bylaws of Purchaser as in effect immediately prior to the Effective Time, until thereafter amended as provided by Law, necessary and consistent with the Articles of Incorporation Bylaws of the Surviving Corporation and such BylawsParent.

Articles of Incorporation; Bylaws. (a) At the Effective Time, (i) the Articles of Incorporation of the Surviving Corporation shall be amended and restated to conform to the Articles of Incorporation of PurchaserMerger Sub 1, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of Company as the surviving corporation until thereafter amended as provided by law and such Articles of IncorporationIncorporation of the surviving corporation; provided, however, that such Articles of Incorporation shall contain such provisions as are necessary to give full effect to at the exculpationEffective Time, indemnification and advancement of expenses provided for in Section 7.7 hereof and Article I of the Articles of Incorporation of Company as the Surviving Corporation surviving corporation shall read as followsbe amended to read: “"The name of the corporation is Actel Rock Financial Corporation.” " and (bii) Unless otherwise determined by Parent prior to the Effective TimeArticles of Incorporation of Merger Sub 2, the Bylaws of the Surviving Corporation shall be amended and restated at the Effective Time to conform to the Bylaws of Purchaser as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of Title as the surviving corporation until thereafter amended as provided by Lawlaw and such Articles of Incorporation of the surviving corporation; provided, however, that at the Effective Time, Article I of the Articles of Incorporation of Title as the Surviving Corporation surviving corporation shall be amended to read: "The name of the corporation is Title Source, Inc." (b) At the Effective Time, (i) the Bylaws of Merger Sub 1, as in effect immediately prior to the Effective Time, shall be the Bylaws of Company as the surviving corporation until thereafter amended and such Bylaws(ii) the Bylaws of Merger Sub 2, as in effect immediately prior to the Effective Time, shall be the Bylaws of Title as the surviving corporation until thereafter amended.

Articles of Incorporation; Bylaws. (a) At the Effective Time, the Articles of Incorporation of the Surviving Corporation shall be amended and restated to conform to the Articles of Incorporation of PurchaserCompany, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law the California Corporations Code and such Articles of Incorporation; provided, however, that such immediately after the Effective Time the Articles of -------- ------- Incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety like the Articles of Incorporation shall contain such provisions as are necessary to give full effect to the exculpation, indemnification and advancement of expenses provided for in Section 7.7 hereof and Merger Sub with Article I of the Articles of Incorporation of the Surviving Corporation shall amended to read as follows: “"The name of the corporation is Actel Corporation.”Sandpiper Networks, Inc." (b) Unless otherwise determined by Parent At the Effective Time, the Bylaws of Company, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended; provided, however, that immediately after the Effective Time the Bylaws of the Surviving Corporation shall be amended and restated at the Effective Time in their entirety so as to conform to read like the Bylaws of Purchaser as in effect immediately prior to the Effective Time, until thereafter amended as provided by Law, the Articles of Incorporation of the Surviving Corporation and such BylawsMerger Sub.