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. At the Effective Time, (a) the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated to be in the form attached hereto as Exhibit A and, as so amended and restated, shall be the certificate of incorporation of Surviving Corporation until thereafter amended as provided therein and by applicable law; and (b) the bylaws of the Company as in effect immediately prior to the Effective Time, shall be amended and restated to be in the form attached hereto as Exhibit B and, as so amended and restated, shall be the bylaws of Surviving Corporation until thereafter amended as provided therein and by applicable law.

Certificate of Incorporation and By-laws of the Surviving Corporation. At the Effective Time, (a) the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated to be in the form attached hereto as Exhibit A and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein and by applicable law; , and (b) the bylaws of the Company as in effect immediately prior to the Effective Time, shall be amended and restated to be in the form attached hereto as Exhibit B and, as so amended and restated, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein and by applicable law.

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) At the Effective Time, (a) the restated certificate of incorporation of the Company, Company shall be amended in the Merger to read in its entirety as set forth on Exhibit 1.4(a) hereto and as so amended shall be the restated certificate of incorporation of the Surviving Corporation until thereafter amended in effect immediately prior to accordance with its terms and applicable Law. (b) At the Effective Time, the amended and restated by-laws of the Company shall be amended and restated so as to be read in the form attached their entirety as set forth on Exhibit 1.4(b) hereto as Exhibit A and, and as so amended and restated, shall be the certificate amended and restated by-laws of incorporation of the Surviving Corporation until thereafter amended as provided therein and by applicable law; and (b) in accordance with their terms, the bylaws restated certificate of incorporation of the Company as in effect immediately prior to the Effective Time, shall be amended and restated to be in the form attached hereto as Exhibit B and, as so amended and restated, shall be the bylaws of Surviving Corporation until thereafter amended as provided therein and by applicable lawLaw.