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, the certificate of incorporation and by-laws of the 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 the certificate of incorporation and by-laws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation shall remain “Vivint Solar, Inc.” and the provisions of the certificate of incorporation of Merger Sub regarding the incorporator of Merger Sub shall be omitted) and as amended shall be the certificate of incorporation and by-laws of Surviving Corporation until thereafter amended as provided therein or by applicable law (and subject to Section 5.05 hereof).

Certificate of Incorporation and By-laws of the Surviving Corporation. At 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 as provided therein or by applicable law; provided , however , that at the Effective Time, Article I of the certificate of incorporation of the Surviving Corporation will be amended and restated in its entirety to read as follows: “The name of the corporation is Xxxxxx Aircraft Industries, Inc. (the “Company”).” The bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be amended and restated as the bylaws of the Effective Time to be in the form of the certificate of incorporation and by-laws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation shall remain “Vivint Solar, Inc.” and the provisions of the certificate of incorporation of Merger Sub regarding the incorporator of Merger Sub shall be omitted) and as amended shall be the certificate of incorporation and by-laws of Surviving Corporation until thereafter amended as provided therein or by applicable law (and subject to Section 5.05 hereof)law.

Certificate of Incorporation and By-laws of the Surviving Corporation. At the Effective Time, the certificate of incorporation and by-laws of the 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 (which shall be provided by Parent in writing no less than two (2) Business Days prior to the Effective Time)) the certificate of incorporation and by-laws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation shall remain “Vivint Solardate hereof, Inc.” and the provisions of the certificate of incorporation of Merger Sub regarding the incorporator of Merger Sub shall be omitted) and as so amended shall be the certificate of incorporation and by-laws of Surviving Corporation until thereafter amended as provided therein or by applicable law Law (and subject to Section 5.05 hereof5.8).

Certificate of Incorporation and By-laws of the Surviving Corporation. At the Effective Time, the certificate of incorporation and by-laws of the 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 the certificate of incorporation and by-laws of Merger Sub Sub, in the forms attached hereto as in effect immediately prior to the Effective Time Annex B and Annex C, respectively (except that the name of the Surviving Corporation shall remain “Vivint Solar, Inc.” and the provisions Article I of the certificate of incorporation shall read as follows: “The name of Merger Sub regarding the incorporator of Merger Sub shall be omitted) corporation is Bare Escentuals, Inc.”), and as amended shall be the certificate of incorporation and by-laws of Surviving Corporation until thereafter amended amended, subject to Section 6.11, as provided therein or by applicable law (and subject to Section 5.05 hereof)Law.

Certificate of Incorporation and By-laws of the Surviving Corporation. At the Effective Time, (a) the certificate of incorporation and by-laws of the CompanyCompany shall be amended so as to read in its entirety as set forth in Exhibit B, and, as in effect immediately prior to the Effective Timeso amended, shall be amended and restated as of the Effective Time to be in the form of the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law (subject to Section 6.8), and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time (except that shall be the name by-laws of the Surviving Corporation shall remain “Vivint Solaruntil thereafter amended in accordance with the terms thereof, Inc.” and the provisions of the certificate of incorporation of Merger Sub regarding the incorporator of Merger Sub shall be omitted) and as amended shall be the certificate of incorporation and by-laws of Surviving Corporation until thereafter amended or as provided therein or by applicable law Law (and subject to Section 5.05 hereof6.8).