Common use of Certificate of Incorporation and By-laws of the Surviving Corporation Clause in Contracts

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. (b) At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable Law.

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, except that the name of the Surviving Corporation shall be “Southern Union Company”, until thereafter amended in accordance with the provisions thereof and applicable Law. (b) At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable Law.

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation and by-laws of Merger Subthe Company, as in effect immediately prior to the Effective Time, shall be amended and restated as of the Effective Time to be in the form of (except with respect to the name of the Company) the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. (b) At the Effective Time, the by-laws of Merger Sub, and as in effect immediately prior to the Effective Time, amended shall be the certificate of incorporation and by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and as provided therein or by applicable LawLaw (subject to Section 5.9 hereof).

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate The Certificate of incorporation Incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be become the certificate Certificate of incorporation Incorporation of the Surviving Corporation until after the Effective Time, and thereafter may be amended in accordance with as provided therein and as permitted by the provisions thereof DGCL and applicable Lawthis Agreement. (b) At the Effective Time, the byThe By-laws Laws of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be become the byBy-laws Laws of the Surviving Corporation until after the Effective Time, and thereafter may be amended in accordance with as provided therein and as permitted by the provisions thereof DGCL and hereof and applicable Lawthis Agreement.

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At The certificate of incorporation of the Effective Time, Surviving Corporation shall be amended and restated to mirror the certificate of incorporation of the Merger Sub, Sub and as in effect immediately prior to the Effective Time, so amended shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and or restated as provided therein or by applicable Law. (b) At the Effective Time, the law. The by-laws of Merger Sub, as Sub in effect immediately prior to the Effective Time, Time shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and or restated as provided therein or by applicable Lawlaw.

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At As of the Effective Time, the certificate of incorporation and by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. (b) At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and as provided therein or by applicable LawLaw (subject to Section 5.7 hereof).

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the The certificate of incorporation of Merger Sub, as in effect immediately prior to before the Effective Time, shall will be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. (b) At as of the Effective Time, the by. The Merger Sub By-laws of Merger SubLaws, as in effect immediately prior to before the Effective Time, shall will be the by-laws of the Surviving Corporation until thereafter amended in accordance with as of the provisions thereof and hereof and applicable LawEffective Time.

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, (i) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be become the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof as provided by law and applicable Law. such certificate of incorporation and (bii) At the Effective Time, the by-laws of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with as provided by law, the provisions thereof certificate of incorporation of the Surviving Corporation and hereof and applicable Lawsuch by-laws.

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation and by-laws of Merger Subthe Company, as in effect immediately prior to the Effective Time, shall be amended and restated as of the Effective Time to be in the form of (except with respect to the name of the Company) the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. (b) At the Effective Time, the by-laws of Merger Sub, and as in effect immediately prior to the Effective Time, so amended shall be the certificate of incorporation and by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and as provided therein or by applicable Law.

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At The Certificate of Incorporation of the Effective Time, the certificate of incorporation of Merger SubCompany, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. (b) At the Effective TimeCorporation, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable Lawlaw. (b) The By-Laws of Purchaser in effect at the Effective Time shall be the By-Laws of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law.

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable Law, in each case consistent with the obligations set forth in Section 5.12. (b) At the Effective Time, the by-laws of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable Law, in each case consistent with the obligations set forth in Section 5.12.

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the The certificate of incorporation of Merger Subthe Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof thereof, hereof and applicable Law. (b) At the Effective Time, the The by-laws of Merger Sub, as in effect immediately prior to at the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and thereof, hereof and applicable Law.

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation and bylaws of Merger Sub, as in effect immediately prior to the Effective Time, in the form of Exhibit A and Exhibit B hereto, respectively, shall be the certificate of incorporation and bylaws of the Surviving Corporation until thereafter amended in accordance with (except that the provisions thereof and applicable Law. (b) At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws name of the Surviving Corporation shall be Dynamex Inc.), until thereafter amended in accordance with the provisions thereof and hereof and as provided herein or by applicable LawLaw (subject to Section 5.9 hereof).

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation and the by-laws of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. (b) At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation Corporation, until thereafter amended in accordance with applicable Law and the provisions thereof and hereof and applicable Lawterms of the Transaction Agreements.

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, (i) the certificate Certificate of incorporation Incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with as provided by law and such Certificate of Incorporation and (ii) the provisions thereof and applicable Law. (b) At the Effective Time, the byBy-laws Laws of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the byBy-laws Laws of the Surviving Corporation until thereafter amended in accordance with as provided by law, the provisions thereof Certificate of Incorporation of the Surviving Corporation and hereof and applicable Lawsuch By-Laws.

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation of Merger Subthe Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof thereof, this Agreement and applicable Law. (b) At the Effective Time, the by-laws of Merger Subthe Company, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof thereof, this Agreement and applicable Law.

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable LawLegal Requirements. (b) At the Effective Time, the by-laws of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable LawLegal Requirements.

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, (A) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall Sub will be the certificate of incorporation of the Surviving Corporation except that the name of the Surviving Corporation shall be “Arysta LifeScience Inc.,” until thereafter amended in accordance with the provisions thereof its terms and as provided by applicable Law. , and (bB) At the Effective Time, the amended and restated by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall Company will be the by-laws of the Surviving Corporation Corporation, until thereafter amended in accordance with the provisions thereof and hereof their terms and applicable Law.

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, (i) the certificate of incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be become the certificate of incorporation of the Surviving Corporation Corporation, until thereafter the same shall be amended in accordance with the provisions thereof its terms and applicable Law. , and (bii) At the Effective Time, the by-laws of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be become the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and as provided by applicable Law, the certificate of incorporation of the Surviving Corporation and such by-laws.

Certificate of Incorporation and By-laws of the Surviving Corporation. At the Effective Time and without further action on the part of the parties hereto, (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub, as Acquisition Sub shall be amended in effect immediately prior form and substance mutually agreeable to the Effective Time, Company and Parent and shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation and (b) the By-Laws of Acquisition Sub shall be the By-Laws of the Surviving Corporation, in each case, until thereafter amended in accordance with as provided by the provisions thereof and applicable LawDGCL. (b) At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable Law.

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation and By-laws of the Merger Sub, as in effect immediately prior to the Effective Time, Sub shall be the certificate Certificate of incorporation Incorporation and Bylaws of the Surviving Corporation (the “Surviving Corporation Charter”) until thereafter amended in accordance with the provisions thereof and applicable Lawtheir terms. (b) At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable Law.

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation and by-laws of Merger Subthe Company, as in effect immediately prior to the Effective Time, shall be amended and restated as of the Effective Time to be in the form of (except with respect to the name of the Company and subject to compliance with Section 6.2) the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. (b) At the Effective Time, the by-laws of Merger Sub, and as in effect immediately prior to the Effective Time, so amended shall be the certificate of incorporation and by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and as provided therein or by applicable Law.

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation and by-laws of Merger Subthe Company, as in effect immediately prior to the Effective Time, shall be amended and restated as of the Effective Time to be in the form of (except with respect to the name of the Company) the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. (b) At the Effective Time, the by-laws of Merger Sub, and as in effect immediately prior to the Effective Time, amended shall be the certificate of incorporation and by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof as provided therein or by applicable Law (and hereof and applicable Lawsubject to Section 5.9 hereof).

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended as provided therein or by applicable law. The bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation bylaws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided therein or by applicable Lawlaw. (b) At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable Law.

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the The certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof thereof, hereof and applicable Law, in each case consistent with the obligations set forth in Section 5.9. (b) At the Effective Time, the The by-laws of Merger Sub, as in effect immediately prior to at the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and thereof, hereof and applicable Law, in each case consistent with the obligations set forth in Section 5.9.

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, the certificate of incorporation and by-laws of Merger Subthe Company, as in effect immediately prior to the Effective Time, shall be amended and restated as of the Effective Time to be in the form of (except with respect to the name of the Company) the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. (b) At the Effective Time, the by-laws of Merger Sub, and as in effect immediately prior to the Effective Time, so amended shall be the certificate of incorporation and by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof as provided therein or by applicable Law (and hereof and applicable Lawsubject to Section 5.9 hereof).