Common use of Certificate of Incorporation and By-Laws Clause in Contracts

Certificate of Incorporation and By-Laws. (a) The certificate of incorporation of the Company shall be amended in the Merger to be identical to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, and as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable Law (and subject to Section 7.7). (b) The by-laws of the Company shall be amended in the Merger to be identical to the by-laws of Merger Sub as in effect immediately prior to the Effective Time, and as so amended, shall be the by-laws of the Surviving Corporation until amended in accordance with applicable Law (and subject to Section 7.7).

Certificate of Incorporation and By-Laws. (a) The certificate Subject to Section 5.04, at the Effective Time, the Certificate of incorporation Incorporation of the Company shall be amended and restated in its entirety to be in the Merger to be identical to the form attached as Exhibit A and, as so amended and restated, such certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, and as so amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Corporation, until thereafter changed or amended in accordance with as provided therein or permitted by applicable Law (and subject to Section 7.7)Law. (b) The by-laws of Subject to Section 5.04, the Company shall be amended in the Merger to be identical to the byBy-laws of Merger Sub as in effect immediately prior to the Effective Time, and as so amended, Time shall be the byBy-laws of the Surviving Corporation until thereafter changed or amended in accordance with as provided therein or permitted by applicable Law (and subject Law, except that references to Section 7.7)the name of Merger Sub shall be replaced by the name of the Surviving Corporation.

Certificate of Incorporation and By-Laws. (a) The certificate Amended and Restated Certificate of incorporation Incorporation (as amended) of the Company (the “Company Certificate”) shall be amended at the Effective Time to be in the Merger to form of Exhibit A and, as so amended, such Company Certificate shall be identical to the certificate Restated Certificate of incorporation Incorporation of Merger Sub the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. (b) The By-laws of Sub, as in effect immediately prior to the Effective Time, and as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable Law (and subject to Section 7.7). (b) The by-laws of the Company shall be amended in the Merger to be identical to the by-laws of Merger Sub as in effect immediately prior to the Effective Time, and as so amended, shall be the byBy-laws of the Surviving Corporation until thereafter changed or amended in accordance with as provided therein or by applicable Law (and subject to Section 7.7)law.

Certificate of Incorporation and By-Laws. (a) The certificate of incorporation of the Company shall be amended in the Merger to be identical to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective TimeTime shall be amended at the Effective Time to read in the form of Exhibit B hereto and, and as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended in accordance with as provided therein or by applicable Law (and subject to Section 7.7). (b) Law. The by-laws of the Company shall be amended in the Merger to be identical to the by-laws of Merger Sub MergerSub as in effect immediately prior to the Effective Time, and as so amended, Time shall be the by-laws of the Surviving Corporation, except that all references therein to MergerSub shall be deemed to be references to the Surviving Corporation, until thereafter changed or amended as provided therein, by the certificate of incorporation of the Surviving Corporation until amended in accordance with or by applicable Law (and subject to Section 7.7)Law.

Certificate of Incorporation and By-Laws. (a) The certificate of incorporation of the Surviving Company shall be amended and restated in the Merger its entirety to be identical to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective TimeTime until thereafter changed or amended as provided therein or by applicable Law, and as so amended, except that the name of the Surviving Company shall be CEB Inc. and the certificate of incorporation of the Surviving Corporation until amended in accordance shall comply with applicable Law (and subject to Section 7.7). (b) 6.05. The by-laws of the Company shall be amended in the Merger to be identical to the by-laws of Merger Sub Sub, as in effect immediately prior to the Effective Time, and as so amended, shall be the by-laws of the Surviving Corporation Company until thereafter changed or amended in accordance as provided therein or by applicable Law, except that references to the name of Merger Sub shall be replaced by references to the name of the Surviving Company and the bylaws shall comply with applicable Law (and subject to Section 7.7)6.05.

Certificate of Incorporation and By-Laws. (a) The certificate of incorporation of the Company shall be amended in the Merger to be identical to the certificate of incorporation of Merger Sub as in effect immediately prior to At the Effective Time, and as so amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated as set forth in Exhibit B and, as so amended and restated, such certificate of incorporation shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter changed or amended in accordance with as provided therein or permitted by applicable Law (and subject to Section 7.7)Law. (b) The by-laws of the Company shall be amended in the Merger to be identical to the byBy-laws of Merger Sub as in effect immediately prior to the Effective Time, and as so amended, Time shall be the byBy-laws of the Surviving Corporation until thereafter changed or amended in accordance with as provided therein or permitted by applicable Law (and subject Law, except that references to Section 7.7)the name of Merger Sub shall be replaced by the name of the Surviving Corporation.

Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the Company shall be amended in the Merger to be identical to the certificate of incorporation of Merger Sub Company, as in effect immediately prior to the Effective TimeTime of the Merger, and shall be amended as of the Effective Time of the Merger to read in the form of Exhibit D and, as so amended, such Certificate of Incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended in accordance with as provided therein or by applicable Law (and subject to Section 7.7)law. (b) The byBy-laws of the Company shall be amended in the Merger to be identical to the by-laws of Merger Sub as in effect immediately prior to at the Effective Time, and as so amended, Time of the Merger shall be the byBy-laws of the Surviving Corporation until thereafter changed or amended in accordance with as provided therein or by applicable Law (and subject to Section 7.7)law.

Certificate of Incorporation and By-Laws. (a) The At the Effective Time, the certificate of incorporation of the Company Surviving Corporation shall be amended and restated as set forth in the Merger to be identical to the Exhibit A and, as so amended and restated, such certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, and as so amended, shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter changed or amended in accordance with as provided therein or permitted by applicable Law (and subject to Section 7.7)Law. (b) The by-laws of the Company shall be amended in the Merger to be identical to the by-laws of Merger Sub as in effect immediately prior to the Effective Time, and as so amended, Time shall be the by-laws of the Surviving Corporation until thereafter changed or amended in accordance with as provided therein or permitted by applicable Law (and subject Law, except that references to Section 7.7)the name of Merger Sub shall be replaced by the name of the Surviving Corporation.

Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the Company Surviving Corporation shall be amended in at the Merger Effective Time to be identical to the certificate of incorporation of Merger Sub same as in effect immediately prior to the Effective Time, and as so amended, shall be the certificate of incorporation of the Sub, except that the corporate name of the Company shall remain the corporate name of the Surviving Corporation, and, as so amended, such Certificate of Incorporation shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended in accordance with as provided therein or by applicable Law (and subject to Section 7.7)Law. (b) The by-laws of the Company shall be amended in the Merger to be identical to the by-laws of Merger Sub as in effect immediately prior to the Effective Time, and as so amended, Time shall be the by-laws of the Surviving Corporation until thereafter changed or amended in accordance with as provided therein or by applicable Law (and subject to Section 7.7)Law.

Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the Company shall be amended in the Merger to be identical to the certificate of incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time, and as so amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided in accordance with the Certificate of Incorporation of the Surviving Corporation, or by applicable Law law (and subject in all cases to Section 7.75.4)., except that the name of the Surviving Corporation in such Certificate of Incorporation will be changed to be "Terra, Inc." (b) The byBy-laws Laws of the Company shall be amended in the Merger to be identical to the by-laws of Merger Sub Sub, as in effect immediately prior to the Effective Time, and as so amended, shall be the byBy-laws Laws of the Surviving Corporation until thereafter changed or amended as provided in accordance with the Certificate of Incorporation of the Surviving Corporation, or by applicable Law law (and subject in all cases to Section 7.75.4).

Certificate of Incorporation and By-Laws. (a) The certificate At the Effective Time, the Certificate of incorporation Incorporation of the Company shall be amended in the Merger to be identical to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective TimeTime shall be amended and restated as set forth in Exhibit B and, and as so amendedamended and restated, such certificate of incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Corporation, until thereafter changed or amended in accordance with as provided therein or permitted by applicable Law (and subject to Section 7.7)Law. (b) The by-laws of the Company shall be amended in take all requisite action so that the Merger to be identical to the byBy-laws of Merger Sub as in effect immediately prior to the Effective Time, and as so amended, Time shall be the byBy-laws of the Surviving Corporation until thereafter changed or amended in accordance with as provided therein or permitted by applicable Law (and subject Law, except that references to Section 7.7)the name of Merger Sub shall be replaced by the name of the Surviving Corporation.

Certificate of Incorporation and By-Laws. (a) The certificate ----------------------------------------- Certificate of incorporation Incorporation of the Company shall be amended in the Merger to be identical to the certificate of incorporation of Merger Sub Company, as in effect immediately prior to the Effective TimeTime of the Merger, and shall be amended as of the Effective Time of the Merger to read in the form of Exhibit D and, as so amended, such Certificate of Incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended in accordance with as provided therein or by applicable Law (and subject to Section 7.7)law. (b) The byBy-laws of the Company shall be amended in the Merger to be identical to the by-laws of Merger Sub as in effect immediately prior to at the Effective Time, and as so amended, Time of the Merger shall be the byBy-laws of the Surviving Corporation until thereafter changed or amended in accordance with as provided therein or by applicable Law (and subject to Section 7.7)law.

Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the Company shall be amended in the Merger to be identical to the certificate of incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time, and as so amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law (subject in accordance with applicable Law (and subject all cases to Section 7.75.07), except that the name of the Surviving Corporation in such Certificate of Incorporation will be changed to be "Biopsys Medical, Inc.". (b) The byBy-laws Laws of the Company shall be amended in the Merger to be identical to the by-laws of Merger Sub Sub, as in effect immediately prior to the Effective Time, and as so amended, shall be the byBy-laws Laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law (subject in accordance with applicable Law (and subject all cases to Section 7.75.07).

Certificate of Incorporation and By-Laws. (a) The certificate of incorporation of the Company shall be amended in the Merger to be identical to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, and as so amended, Time shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended in accordance with as provided therein or permitted by applicable Law (Law, except that references to the name of Merger Sub shall be replaced by the name of the Surviving Corporation and subject references to Section 7.7)the incorporator shall be removed. (b) The by-laws of the Company shall be amended in the Merger to be identical to the by-laws of Merger Sub as in effect immediately prior to the Effective Time, and as so amended, Time shall be the by-laws of the Surviving Corporation until thereafter changed or amended in accordance with as provided therein or permitted by applicable Law (and subject Law, except that references to Section 7.7)the name of Merger Sub shall be replaced by the name of the Surviving Corporation.

Certificate of Incorporation and By-Laws. (a) The certificate Certificate of incorporation Incorporation of the Company shall be amended in the Merger to be identical to the certificate of incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time, and as so amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law, subject in accordance with applicable Law (and subject all cases to Section 7.7)5.07, except that the name of the Surviving Corporation in such Certificate of Incorporation will be changed to be "Gynecare, Inc.". (b) The byBy-laws Laws of the Company shall be amended in the Merger to be identical to the by-laws of Merger Sub Sub, as in effect immediately prior to the Effective Time, and as so amended, shall be the byBy-laws Laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law (subject in accordance with applicable Law (and subject all cases to Section 7.75.07).