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. The Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall at the Effective Time be amended and restated in full to read as set forth in Exhibit A and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended as provided by Law and such certificate of incorporation. The by-laws of Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation, except as to the name of the Surviving Corporation, which shall be the name of the Company, until thereafter amended as provided by Law, the certificate of incorporation of the Surviving Corporation and such by-laws.

Certificate of Incorporation and By-laws of the Surviving Corporation. (a) The Restated Company Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall at the Effective Time be amended and restated in full to read as set forth in Exhibit A and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended as provided by Law and such certificate of incorporation. The by-laws of SubIncorporation, as in effect immediately prior to the Effective Time, shall be amended in the by-laws Merger to be in the form of the Surviving CorporationExhibit A hereto and, except as to the name so amended, such certificate of the Surviving Corporation, which incorporation shall be the name of the Company, until thereafter amended as provided by Law, the certificate of incorporation of the Surviving Corporation and such until thereafter amended as provided therein or by applicable Law. (b) The Company Bylaws, as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of Exhibit B hereto and, as so amended, shall be the by-lawslaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.

Certificate of Incorporation and By-laws of the Surviving Corporation. The Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall at the Effective Time be amended and restated in full to read as set forth in Exhibit A and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended as provided by Law and such certificate of incorporation. The by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation, except as to the name of the Surviving Corporation, which shall be the name of the CompanyArkhan Corporation, until thereafter amended as provided by Law, the certificate of incorporation of the Surviving Corporation and such by-laws.