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) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time the Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended as provided by law and such certificate of incorporation; provided, however, that, at the Effective Time, the Restated Certificate of Incorporation of the Company shall be amended in its entirety to be substantially identical to the certificate of incorporation of the Purchaser. (b) Subject to the provisions of Section 6.07 of this Agreement, the by-laws of the Purchaser in effect at the Effective Time shall be the by-laws of the Surviving Corporation, 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) Unless otherwise determined by Parent prior to At the Effective Time, at the Effective Time the Restated Certificate certificate of Incorporation 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) the certificate of incorporation and by-laws of Merger Sub attached hereto as Exhibit A and as amended shall be the certificate of incorporation and by-laws of Surviving Corporation, Corporation until thereafter amended as provided therein or by law applicable Law (and such certificate of incorporation; provided, however, that, at the Effective Time, the Restated Certificate of Incorporation of the Company shall be amended in its entirety subject to be substantially identical to the certificate of incorporation of the PurchaserSection 5.8 hereof). (b) Subject to the provisions of Section 6.07 of this Agreement, the by-laws of the Purchaser in effect at the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter amended as provided by law, the certificate of incorporation of the Surviving Corporation and such by-laws.