Common use of Certificate of Incorporation and By Clause in Contracts

Certificate of Incorporation and By. laws of the Surviving Corporation. The certificate of incorporation and the by-laws of Merger Sub, 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, except that the name of the Merger Sub shall be amended as of the Effective Time to a name designated by Parent prior to the Company Stockholders Meeting.

Certificate of Incorporation and By. laws of the Surviving Corporation. The certificate Certificate of incorporation and the by-laws Incorporation of Merger Sub, as MergerSub in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation and Incorporation of the bySurviving Corporation (the "Surviving Certificate of Incorporation"). The By-laws of MergerSub, in effect 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, except that (the name of the Merger Sub shall be amended as of the Effective Time to a name designated by Parent prior to the Company Stockholders Meeting"Surviving By-laws").

Certificate of Incorporation and By. laws of the Surviving Corporation. The certificate of incorporation and the by-laws of Merger Sub, 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, except that the name first article of the certificate of incorporation of the Merger Sub shall be amended as of the Effective Time to a read in its entirety as follows: "The name designated by Parent prior to of the Company Stockholders Meeting.corporation is Fairfield Communities, Inc."

Certificate of Incorporation and By. laws of the Surviving Corporation. The At the Effective Time, (i) the certificate of incorporation and the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be become the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation and (ii) 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, except that the name certificate of incorporation of the Merger Sub shall be amended as of the Effective Time to a name designated by Parent prior to the Company Stockholders MeetingSurviving Corporation and such by-laws.

Certificate of Incorporation and By. laws of the Surviving Corporation. The certificate of incorporation and the by-laws of Merger Sub, 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, except that the name of the Merger Sub shall be amended as of the Effective Time to a name designated by Parent prior to the Company Stockholders Meeting.

Certificate of Incorporation and By. laws of the Surviving Corporation. The certificate of incorporation and the by-laws of the Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation and the by-laws of the Surviving Corporation Corporation, unless and until thereafter changed or amended as provided therein or by in accordance with applicable lawLaw and the terms of this Agreement, except that the name of the Merger Sub Surviving Corporation shall be amended as the name of the Effective Time to a name designated by Parent prior to the Company Stockholders MeetingCompany.

Certificate of Incorporation and By. laws of the Surviving Corporation. The certificate of incorporation and the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. 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, except that the name of the Merger Sub shall be amended as of the Effective Time to a name designated by Parent prior to the Company Stockholders Meeting.

Certificate of Incorporation and By. laws of the Surviving Corporation. The At the Effective Time, (a) the certificate of incorporation 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, and (b) the by-laws of Merger Sub, 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, except that the name of the Merger Sub shall be amended as of the Effective Time to a name designated by Parent prior to the Company Stockholders MeetingLaw.

Certificate of Incorporation and By. laws of the Surviving Corporation. The certificate Certificate of incorporation Incorporation and the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be continue in full force and effect after the certificate Merger as the Certificate of incorporation Incorporation and the by-laws of the Surviving Corporation Corporation, until thereafter changed or duly amended as provided therein or by in accordance with the respective terms thereof and applicable law, except that the name of the Merger Sub shall be amended as of the Effective Time to a name designated by Parent prior to the Company Stockholders Meeting.

Certificate of Incorporation and By. laws of the Surviving Corporation. The certificate of incorporation and of the by-laws of Merger Sub, as Company in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation and of the Surviving Corporation until thereafter amended or restated as provided therein or by applicable law. The by-laws of Merger Sub in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation until thereafter changed amended or amended restated as provided therein or by applicable law, except that the name of the Merger Sub shall be amended as of the Effective Time to a name designated by Parent prior to the Company Stockholders Meeting.

Certificate of Incorporation and By. laws of the Surviving CorporationLAWS OF THE SURVIVING CORPORATION. The certificate of incorporation and the by-laws of Merger Sub, 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, except that the name of the Merger Sub shall be amended as of the Effective Time to a name designated by Parent prior to the Company Stockholders Meeting.

Certificate of Incorporation and By. laws of the Surviving CorporationLAWS OF SURVIVING CORPORATION. The certificate Certificate of incorporation Incorporation and the byBy-laws Laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation and the byBy-laws Laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law, except that the name of the Merger Sub shall be amended as of the Effective Time to a name designated by Parent prior to the Company Stockholders Meeting.