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

Certificate of Incorporation and By-Laws. At the Effective Time, the Certificate of Incorporation and the By-Laws of the Company, in each case as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and the By-Laws of the Surviving Corporation until thereafter amended as provided by law.

Certificate of Incorporation and By-Laws. At the Effective Time, the Certificate (a) The certificate of Incorporation and the By-Laws incorporation of the Company, in each case as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation and the By-Laws incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by lawapplicable Law. (b) The By-laws of Sub, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

Certificate of Incorporation and By-Laws. At the Effective Time, the Certificate The certificate of Incorporation incorporation and the Byby-Laws laws of the Company, in each case as Merger Sub in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation incorporation and the Byby-Laws laws of the Surviving Corporation as of the Effective Time, until thereafter amended as provided by in accordance with applicable law.

Certificate of Incorporation and By-Laws. At the Effective Time, the Certificate (i) The certificate of Incorporation and the By-Laws incorporation of the CompanyCompany (the "Company Charter"), in each case as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation and the By-Laws incorporation of the Surviving Corporation Company until thereafter changed or amended as provided by therein or under applicable law. (ii) The by-laws of the Company (the "Company By-laws") as in effect immediately prior to the Effective Time shall, from and after the Effective Time, be the by-laws of the Surviving Company until thereafter changed or amended as provided therein or under applicable law.

Certificate of Incorporation and By-Laws. At the Effective TimeFrom and after Effectiveness and until thereafter amended as provided by law, the Certificate of Incorporation and the By-Laws of the Company, in each case Subsidiary as in effect immediately prior to the Effective Time, Effectiveness shall be and continue to be the Certificate of Incorporation and the By-Laws of the Surviving Corporation until thereafter amended as provided by lawCorporation.

Certificate of Incorporation and By-Laws. At the Effective Time, the Certificate (a) The certificate of Incorporation and the By-Laws incorporation of the Company, in each case as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation and the By-Laws incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. (b) The Bylaws of the Company as in effect at the Effective Time shall be the by-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

Certificate of Incorporation and By-Laws. At the Effective Time, the Certificate The certificate of Incorporation incorporation and the Byby-Laws laws of the Company, in each case as Company in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation incorporation and the Byby-Laws laws of the Surviving Corporation as of the Effective Time, until thereafter duly amended in accordance with applicable law; provided that the provisions relating to the indemnification of directors, officers, employees and agents of the Company, its Subsidiaries and other entities as provided by lawdescribed in Section 6.6(a) shall be included in such certificate of incorporation and by-laws.

Certificate of Incorporation and By-Laws. At the Effective Time(a) The Company Certificate, the Certificate of Incorporation and the By-Laws of the Company, in each case as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation and the By-Laws incorporation of the Surviving Corporation until thereafter amended as provided by law.Surviving

Certificate of Incorporation and By-Laws. At the Effective Time, the (a) The Certificate of Incorporation and the By-Laws of the CompanyCompany (the "Certificate of Incorporation"), in each case as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation and the By-Laws incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. (b) The By-laws of Merger Sub as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable law.

Certificate of Incorporation and By-Laws. At the Effective Time, the (a) The Certificate of Incorporation and the By-Laws of the Company, in each case as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and the By-Laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. (b) The By-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

Certificate of Incorporation and By-Laws. At the Effective Time, the (a) The Second Amended and Restated Certificate of Incorporation and the By-Laws of the CompanyCompany (the "Certificate of Incorporation"), in each case as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation and the By-Laws incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. (b) The by-laws of the Company (the "By-laws") as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable law.

Certificate of Incorporation and By-Laws. At the Effective Time, the (a) The Certificate of Incorporation and the By-Laws of the Company, in each case as Company in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation and the By-Laws of the Surviving Corporation until thereafter amended as provided by in accordance with applicable law. (b) The By-laws of the Company in effect at the Effective Time shall be the By-laws of the Surviving Corporation until amended in accordance with applicable law.

Certificate of Incorporation and By-Laws. At (a) The certificate of incorporation and the by-laws of Intellicell as in effect at the Effective Time shall, from and after the Effective Time, be the Certificate certificate of Incorporation incorporation and the Byby-Laws of the Company, in each case as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and the By-Laws laws of the Surviving Corporation until thereafter amended as provided by lawthey are amended.

Certificate of Incorporation and By-Laws. At The Certificate of Incorporation and By-laws of the Effective Time, Surviving Corporation shall be the Certificate of Incorporation and the By-Laws laws of the Company, in each case Exponential as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and the By-Laws of the Surviving Corporation until thereafter amended as provided therein and by applicable law.

Certificate of Incorporation and By-Laws. At the Effective Time, the (a) The Certificate of Incorporation and the By-Laws of the CompanyCompany (the "Certificate of Incorporation"), in each case as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation and the By-Laws incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. (b) The by-laws of the Company (the "By-laws"), as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable law.

Certificate of Incorporation and By-Laws. At the Effective Time, the Certificate (a) The certificate of Incorporation and the By-Laws incorporation of the Company, in each case as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation and the By-Laws incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by lawApplicable Law. (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by Applicable Law.

Certificate of Incorporation and By-Laws. At the Effective Time, , (a) the Amended and Restated Certificate of Incorporation and the By-Laws of the Company, in each case Company as in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation and of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law; and (b) the By-Laws of the Company as in effect immediately prior to the Effective Time shall be the By-Laws of the Surviving Corporation until thereafter changed or amended as provided by lawthe Certificate of Incorporation of the Surviving Corporation, such By-Laws or applicable Law.

Certificate of Incorporation and By-Laws. At the Effective Time, the Company’s Certificate of Incorporation Incorporation, as amended or restated (the “Company Certificate”), and the Company’s By-Laws of Laws, as amended or restated (the Company“Company By-Laws”), in each case as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and the By-Laws of the Surviving Corporation until thereafter amended as provided by lawCorporation.

Certificate of Incorporation and By-Laws. At the Effective Time, the The Certificate of Incorporation and the By-Laws of the Company, in each case as in effect immediately prior to Company at the Effective Time, Time shall be the Certificate of Incorporation and of the Surviving Corporation (until modified in accordance with applicable law). The By-Laws of the Company at the Effective Time shall be the By-Laws of the Surviving Corporation until thereafter amended as provided by modified in accordance with applicable law.

Certificate of Incorporation and By-Laws. At the Effective Time, the Certificate certificate of Incorporation and incorporation of Acquisition (the By-Laws of the Company"Acquisition Certificate"), in each case as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation and the By-Laws incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law. The by-laws of Acquisition (the "Acquisition By-Laws"), as provided by in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with applicable law.

Certificate of Incorporation and By-Laws. At The certificate of incorporation of the Company in effect at the Effective Time, the Certificate of Incorporation and the By-Laws of the Company, in each case as in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation and the By-Laws incorporation of the Surviving Corporation until thereafter amended as provided by lawin accordance with applicable Law. The by-laws of the Company in effect at the Effective Time shall be the by-laws of the Surviving Corporation until amended in accordance with applicable Law.

Certificate of Incorporation and By-Laws. At The certificate of ---------------------------------------- incorporation and by-laws of the Effective TimeSurviving Corporation shall be, respectively, the Certificate certificate of Incorporation and the By-Laws incorporation of the Company, in each case as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and the Byby-Laws laws of the Surviving Corporation until thereafter amended Company, as provided by lawin effect immediately prior to the Effective Time.

Certificate of Incorporation and By-Laws. At the Effective Time, the Certificate (a) The certificate of Incorporation and the By-Laws incorporation of the Company, in each case as Acquisition in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation and the By-Laws incorporation of the Surviving Corporation until thereafter amended as provided by in accordance with applicable law. (b) The by-laws of Acquisition in effect at the Effective Time shall be the by-laws of the Surviving Corporation until amended in accordance with applicable law.

Certificate of Incorporation and By-Laws. At the Effective Time, the Certificate of Incorporation and the By-Laws laws of the CompanyMergerco, in each case as in effect existing immediately prior to the Effective Time, shall be and remain the Certificate of Incorporation and the By-Laws laws of the Surviving Corporation until thereafter amended as provided by lawCorporation.

Certificate of Incorporation and By-Laws. At the Effective Time, the (a) The Certificate of Incorporation and the By-Laws of the CompanyCompany (the "Certificate of -------------- Incorporation"), in each case as in effect immediately prior to the Effective Time, shall be ------------- the Certificate certificate of Incorporation and the By-Laws incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by applicable law. (b) The by-laws of the Company (the "By-laws") as in effect immediately ------- prior to the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable law.

Certificate of Incorporation and By-Laws. At the Effective Time, the 2.3.1 The Certificate of Incorporation and the By-Laws of the Company, in each case as Company in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation and of the Surviving Corporation until amended in accordance with applicable law. 2.3.2 The By-Laws of the Company in effect immediately prior to the Effective Time shall be the By-Laws of the Surviving Corporation until thereafter amended as provided by in accordance with applicable law.

Certificate of Incorporation and By-Laws. At the Effective Time, the Company’s Certificate of Incorporation Incorporation, as amended or restated (the “Company Certificate”), and the Company’s By Laws, as amended or restated (the “Company By-Laws of the CompanyLaws”), in each case as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and the By-Laws of the Surviving Corporation until thereafter amended as provided by lawCorporation.

Certificate of Incorporation and By-Laws. At the Effective Time, the The Certificate of Incorporation and the By-Laws Bylaws of the Company, in each case as in effect Surviving Corporation immediately prior to the Effective Time, Time shall be remain in effect following the Certificate of Incorporation and the By-Laws of the Surviving Corporation until thereafter amended as provided by lawMerger.

Certificate of Incorporation and By-Laws. 3.1 At the Effective Time, the Certificate of Incorporation and the By-Laws of the Company, in each case as in effect immediately prior to amended through the Effective Time, shall be the Certificate of Incorporation and the By-Laws of the Surviving Corporation until thereafter further amended as provided by in accordance with the provisions thereof and applicable law. 3.2 At the Effective Time, the By-laws of the Company, as amended through the Effective Time, shall be the By-laws of the Surviving Corporation until further amended in accordance with the provisions thereof and applicable law.

Certificate of Incorporation and By-Laws. At the Effective Time, the Certificate (a) The certificate of Incorporation and the By-Laws incorporation of the Company, in each case as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation and the By-Laws incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. (b) The by-laws of the Company as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable law.

Certificate of Incorporation and By-Laws. At the Effective ---------------------------------------- Time, the Certificate of Incorporation and the By-Laws of the CompanySurviving Corporation shall be amended in their entirety to contain the provisions set forth in the Certificate of Incorporation and By-Laws of Merger Sub, in each case as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and the By-Laws of the Surviving Corporation until thereafter amended as provided by law.

Certificate of Incorporation and By-Laws. At the Effective Time, the The Certificate of Incorporation and the By-Laws laws of the Company, in each case as Surviving Corporation in effect immediately prior to the Effective Time, Time shall be and remain the Certificate Articles of Incorporation and the By-Laws laws, respectively, of Surviving Corporation, as the Surviving Corporation surviving corporation, after the Effective Time, until thereafter amended as provided by law.

Certificate of Incorporation and By-Laws. At The certificate of incorporation of the Acquiror in effect at the Effective Time, the Certificate of Incorporation and the By-Laws of the Company, in each case as in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation and the By-Laws incorporation of the Surviving Corporation Corporation, until thereafter duly amended as provided by lawin accordance with its terms and the State Act. The by-laws of the Acquiror in effect at the Effective Time shall be the by-laws of the Surviving Corporation, until duly amended in accordance with their terms and the State Act.

Certificate of Incorporation and By-Laws. At The certificate of incorporation and by-laws of the Effective TimeSurviving Corporation shall be, respectively, the Certificate certificate of Incorporation and the By-Laws incorporation of the Company, in each case as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and the Byby-Laws laws of the Surviving Corporation until thereafter amended Company, as provided by lawin effect immediately prior to the Effective Time.

Certificate of Incorporation and By-Laws. At the Effective Time, the (a) The Amended and Restated Certificate of Incorporation and the By-Laws of the Company, in each case Company as in effect immediately prior to the Effective Time, as amended by the Company Charter Proposal, shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with the terms thereof and with applicable law. (b) The By-Laws of Merger Sub in effect at the Effective Time shall be the By-Laws of the Surviving Corporation until thereafter amended as provided by in accordance with the terms thereof and with applicable law.

Certificate of Incorporation and By-Laws. At The Certificate of Incorporation and By-laws of the Effective Time, Surviving Corporation shall be the Certificate of Incorporation and the By-Laws laws of the Company, in each case Comcap as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and the By-Laws of the Surviving Corporation until thereafter amended as provided therein and by applicable law.

Certificate of Incorporation and By-Laws. At the Effective Time, the The Certificate of Incorporation and the By-Laws laws of the Company, in each case as Surviving Corporation in effect immediately prior to the Effective Time, Time shall be and remain the Certificate of Incorporation and the By-Laws laws, respectively, of Surviving Corporation, as the Surviving Corporation surviving corporation, after the Effective Time, until thereafter amended as provided by law.

Certificate of Incorporation and By-Laws. At the Effective Time, the Certificate (a) The certificate of Incorporation and the By-Laws incorporation of the Company, in each case Company as in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation and the By-Laws incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. (b) The by-laws of the Company as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable law.

Certificate of Incorporation and By-Laws. At the Effective Time, the (a) The ---------------------------------------- Certificate of Incorporation and the By-Laws of the Company, in each case Company as in effect immediately prior to at the Effective Time, Time of the Merger shall be the Certificate of Incorporation and of the Surviving Corporation, until changed or amended. (b) The By-Laws of the Company as in effect at the Effective Time of the Merger shall be the By-Laws of the Surviving Corporation Corporation, until thereafter amended as provided by lawchanged or amended.

Certificate of Incorporation and By-Laws. At the Effective Time, the The Certificate of Incorporation and the By-Laws By- laws of the CompanyAcquisition, in each case as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and the By-Laws laws of the Surviving Corporation until thereafter amended as provided by lawimmediately after the Effective Time.

Certificate of Incorporation and By-Laws. At the Effective Time, the (a) The Certificate of Incorporation and the By-Laws of the Company, in each case as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation and the By-Laws incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. (b) The By-laws of the Company, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

Certificate of Incorporation and By-Laws. At the Effective Time, the The Certificate of Incorporation and the By-Laws of the Company, in each case Company as in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation and the By-Laws of the Surviving Corporation until thereafter amended amended. The By-laws of the Company as provided by lawin effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation until amended.

Certificate of Incorporation and By-Laws. At the Effective Time, the The Certificate of Incorporation and the By-Laws of the CompanyBuyer, in each case as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and the By-Laws laws of the Surviving Corporation and shall thereafter continue to be the Surviving Corporation's Certificate of Incorporation and By-Laws until thereafter amended as provided therein or by applicable law.

Certificate of Incorporation and By-Laws. At the Effective Time, (a) the Certificate of Incorporation of Holding and the By-Laws of the CompanyHolding, in each case as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and the By-Laws of the Surviving Corporation until thereafter amended as provided by lawthe DGCL and the Certificate of Incorporation and By-Laws of Holding.

Certificate of Incorporation and By-Laws. At the Effective TimeFrom and after Effectiveness and until thereafter amended as provided by law, the Certificate of Incorporation and the By-Laws of the Company, in each case RBI as in effect immediately prior to the Effective Time, Effectiveness shall be and continue to be the Certificate of Incorporation and the By-Laws of the Surviving Corporation until thereafter amended as provided by lawCorporation.

Certificate of Incorporation and By-Laws. At the Effective Time, the (a) The Certificate of Incorporation and the By-Laws of the CompanyCompany (the "Certificate of Incorporation"), in each case as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation and the By-Laws incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by applicable law. (b) The by-laws of the Company (the "By-laws") as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable law.

Certificate of Incorporation and By-Laws. At From and after the Effective Time, the Certificate of Incorporation and the By-Laws of the Company, in each case Company as in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with Applicable Law (as hereinafter defined). From and after the Effective Time, the By-Laws of the Company in effect immediately prior to the Effective Time shall be the By-Laws of the Surviving Corporation until thereafter amended as provided by lawin accordance with Applicable Law.