Certain Amendments to the Certificate Clause Samples

Certain Amendments to the Certificate of Incorporation and By-laws of the Surviving Corporation. No amendment to the Certificate of Incorporation or By-laws of the Surviving Corporation shall reduce in any way the elimination of personal liability of the directors of the Company contained therein or adversely affect any then existing right of any director or officer (or former director or officer) to be indemnified with respect to acts, omissions or events occurring prior to the Effective Time.