Common use of Certificate of Incorporation and Bylaws; Directors and Officers Clause in Contracts

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended in its entirety pursuant to the Merger at the Effective Time or immediately thereafter to conform to the certificate of incorporation of Acquisition Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Volterra Semiconductor Corporation” and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements; (b) the bylaws of the Surviving Corporation shall be amended and restated at the Effective Time or immediately thereafter to conform to the bylaws of Acquisition Sub as in effect immediately prior to the Effective Time, and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements; and (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Acquisition Sub immediately prior to the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended in its entirety pursuant to the Merger at the Effective Time or immediately thereafter to conform to the certificate and restated as of incorporation of Acquisition Sub as in effect immediately prior to the Effective Time, except that the name by virtue of the Surviving Corporation shall be “Volterra Semiconductor Corporation” andMerger, to read in its entirety in the form of Annex II hereto, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by in accordance with the provisions thereof and applicable Legal RequirementsLaw; (b) the bylaws of the Surviving Corporation shall be amended and restated at as of the Effective Time or immediately thereafter to conform to read in their entirety in the bylaws form of Acquisition Sub as in effect immediately prior to the Effective TimeAnnex III hereto, and, and as so amended, amended shall be the bylaws of the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by in accordance with the provisions thereof and applicable Legal Requirements; andLaw; (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Acquisition Merger Sub immediately prior to the Effective Time, Time until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be; and (d) the officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are officers of, duly elected by the board of directors of, NYSE Euronext, immediately prior to the Effective Time until the earlier of their resignations or removals or until their respective successors are duly elected and qualified, as the case may be.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to At the Effective Time: (a) at the Effective Time, the certificate of incorporation of the Surviving Corporation shall Company will be amended in its entirety pursuant to the Merger at the Effective Time or immediately thereafter to conform to such that the certificate of incorporation of Acquisition Sub Purchaser, as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Volterra Semiconductor Corporation” and, as so amended, shall will be the certificate of incorporation of the Surviving Corporation as set forth on Exhibit A, except that all references to Purchaser shall be automatically amended and shall become references to the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable Legal Requirementsthe DGCL and such certificate of incorporation; (b) at the Effective Time, the bylaws of the Surviving Corporation shall be amended and restated at the Effective Time or immediately thereafter to conform to the bylaws of Acquisition Sub Purchaser, as in effect immediately prior to the Effective Time, and, as so amended, shall will be the bylaws of the Surviving Corporation as set forth on Exhibit B, until thereafter changed or amended as provided therein by the DGCL, the certificate of incorporation of the Surviving Corporation or by applicable Legal Requirements; andsuch bylaws; (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are served as the directors and officers of Acquisition Sub Purchaser as of immediately prior to the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, or their earlier death, resignation or removal; and (d) the officers of the Surviving Corporation shall be the respective individuals who served as the case may beofficers of Purchaser as of immediately prior to the Effective Time, until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time: (a) the Certificate of Merger shall provide that, at the Effective Time, the Surviving Corporation's certificate of incorporation of the Surviving Corporation shall be amended in its entirety pursuant to the Merger at the Effective Time or immediately thereafter to conform to the certificate of incorporation of Acquisition Sub as in effect immediately prior to the Effective TimeTime shall be amended as of the Effective Time so as to contain the provisions, and only the provisions, contained immediately prior thereto in Acquisition Sub's certificate of incorporation, except that the for Article I thereof, which shall read "The name of the Surviving Corporation shall be “Volterra Semiconductor Corporation” andcorporation is "SUPERIOR CONSULTANT HOLDINGS CORPORATION" (the "SURVIVING CHARTER"), as so amended, shall be until amended in accordance with the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal RequirementsDGCL; (b) the bylaws of the Surviving Corporation shall be amended and restated at the Effective Time or immediately thereafter to conform to the bylaws of Acquisition Sub as in effect immediately prior to the Effective Time, and, as so amended, Time shall be the bylaws of the Surviving Corporation (the "SURVIVING BYLAWS"), until thereafter changed amended in accordance with the Surviving Charter, the Surviving Bylaws or amended as provided therein or by applicable Legal Requirementsthe DGCL and the Company shall take all requisite action necessary to effect the foregoing; andEXECUTION VERSION (c) the directors and officers of the Surviving Corporation Acquisition Sub immediately after prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until the earlier of their resignation or removal or until their respective individuals who successors are directors duly elected and qualified, as the case may be; and (d) the officers of Acquisition Sub immediately prior to the Effective Time, Time shall be the initial officers of the Surviving Corporation and shall hold office until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to (a) At the First Effective Time: (ai) the certificate Certificate of incorporation Incorporation of the First Surviving Corporation shall be amended and restated to read in its entirety pursuant to the Merger at the Effective Time or immediately thereafter to conform to the certificate of incorporation of Acquisition Sub as set forth in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Volterra Semiconductor Corporation” Exhibit B hereto and, as so amendedamended and restated, shall be the certificate Certificate of incorporation Incorporation of the First Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal RequirementsLaw; (bii) the bylaws of the First Surviving Corporation shall be amended and restated at the Effective Time or immediately thereafter to conform to the bylaws of Acquisition Sub read in their entirety as set forth in effect immediately prior to the Effective Time, Exhibit C hereto and, as so amendedamended and restated, shall be the bylaws of the First Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal RequirementsLaw; and (ciii) the directors and officers of the First Surviving Corporation immediately after the Effective Time shall be the respective individuals who are the directors and officers of Acquisition Sub Purchaser immediately prior to the First Effective Time. (b) At the Second Effective Time: (i) the certificate of formation and limited liability company agreement of Merger Sub 2, as in effect immediately prior to the Second Effective Time, shall be the certificate of formation and limited liability company agreement of the Surviving Company, until thereafter amended in accordance with applicable Law and the earlier applicable provisions of their resignation or removal or until their respective successors are duly elected such certificate of formation and qualified, as limited liability company agreement; (ii) the case may bemanager of Merger Sub 2 immediately prior to the Second Effective Time shall be and become the manager of the Surviving Company; and (iii) the officers of the First Surviving Corporation immediately prior to the Second Effective Time shall be the officers of the Surviving Company.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to (a) At the Effective Time: (a) , the certificate of incorporation of the Surviving Corporation Pubco shall be amended and restated in its entirety pursuant to the Merger at the Effective Time or immediately thereafter to conform to the certificate of incorporation of Acquisition Sub read as set forth in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Volterra Semiconductor Corporation” Exhibit B and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or hereafter amended as provided therein or by applicable Legal Requirements;and in accordance with appliable Law and consistent with the obligations set forth in Section 7.05. (b) At the Effective Time, by virtue of the Merger, the bylaws of the Surviving Corporation shall be amended and restated at the Effective Time or immediately thereafter to conform to the bylaws of Acquisition Merger Sub as in effect immediately prior to the Effective TimeTime shall be the bylaws of the Surviving Corporation, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or hereafter amended as provided therein or by applicable Legal Requirements; andand in accordance with appliable Law and consistent with the obligations set forth in Section 7.05. (c) The Persons constituting the directors and officers of Merger Sub prior to the Effective Time shall be the directors and officers of the Surviving Corporation immediately after (and holding the Effective Time shall be same titles as held at the respective individuals who are directors and officers of Acquisition Sub immediately prior to the Effective Time, Company) until the earlier of their resignation or removal or until their respective successors are duly elected or appointed. The directors and qualifiedofficers of Pubco immediately prior to the Effective Time shall be removed from their respective positions or tender their resignations, in each case effective as of the case may beEffective Time.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended in its entirety pursuant to the Merger at the Effective Time or immediately thereafter to conform to the certificate of incorporation of Acquisition Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Volterra Semiconductor CorporationOPNET Technologies, Inc.” and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements; (b) the bylaws of the Surviving Corporation shall be amended and restated at the Effective Time or immediately thereafter to conform to the bylaws of Acquisition Sub as in effect immediately prior to the Effective Time, and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements; and (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Acquisition Sub immediately prior to the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended in its entirety pursuant to the Merger at the Effective Time or immediately thereafter to conform to the certificate of incorporation of Acquisition Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Volterra Semiconductor Altera Corporation” and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements; (b) the bylaws of the Surviving Corporation shall be amended and restated at the Effective Time or immediately thereafter to conform to the bylaws of Acquisition Sub as in effect immediately prior to the Effective Time, and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements; and (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Acquisition Sub immediately prior to the Effective TimeTime shall be the initial directors of the Surviving Corporation, until and the earlier officers of their resignation or removal or the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, as the case may beresignation or removal.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise jointly determined by Parent and the Company prior to the Effective Time, at the Effective Time: (a) the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall Company shall, subject to the provisions of Section 5.15, be amended and restated in its entirety pursuant to the Merger at the Effective Time or immediately thereafter to conform be identical to the certificate of incorporation of Acquisition Sub as in effect immediately prior to the Effective TimeTime until thereafter amended in accordance with the DGCL and as provided in such certificate of incorporation, except that the name provided, that, Article I of the Surviving Corporation shall be “Volterra Semiconductor Corporation” and, as so amended, shall be the certificate of incorporation of Acquisition Sub shall be amended and restated in its entirety to read as follows: “The name of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirementscorporation is Simtek Corporation”; (b) subject to Section 5.15, the bylaws Bylaws of the Surviving Corporation shall be amended and restated at as of the Effective Time or immediately thereafter to conform to the bylaws Bylaws of Acquisition Sub as in effect immediately prior to the Effective Time, and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements; and; (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors of Acquisition Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified; and (d) the initial officers of the Surviving Corporation immediately after the Effective Time shall be the officers of Acquisition Sub immediately prior to the Effective Time, until each to hold office in accordance with the earlier Certificate of their resignation or removal or Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected and qualified, as the case may beappointed.

Certificate of Incorporation and Bylaws; Directors and Officers. The Company shall take all necessary action to cause the members of the Company Board immediately prior to the Effective Time to resign effective immediately prior to the Effective Time. Unless otherwise determined agreed to by the Company and Parent prior to the Effective Time, at the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended in its entirety pursuant to the Merger at the Effective Time or immediately thereafter to conform to the certificate of incorporation of Acquisition Sub as in effect Company immediately prior to the Effective TimeTime shall be, except that the name by virtue of the Surviving Corporation shall be “Volterra Semiconductor Corporation” Merger and without any action on the part of Parent, Purchaser, the Company or the holders of Company Common Stock, amended and restated in its entirety as set forth in Exhibit B hereto and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by in accordance with such certificate of incorporation and applicable Legal RequirementsLaw; (b) subject to Section 6.3(b), the bylaws Bylaws of the Surviving Corporation shall be amended and restated at as of the Effective Time or immediately thereafter to conform to the bylaws Bylaws of Acquisition Sub Purchaser as in effect immediately prior to the Effective Time, and, as so amended, except that references to the name of Purchaser shall be replaced with references to the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirementsname reflected in Exhibit B hereto; and (c) the directors and officers director of the Surviving Corporation Purchaser immediately after prior to the Effective Time shall be the respective individuals who are directors initial director of the Surviving Corporation, to hold office in accordance with the charter and bylaws of the Surviving Corporation, and the officers of Acquisition Sub Purchaser immediately prior to the Effective TimeTime shall be the initial officers of the Surviving Corporation, until the earlier of their resignation or removal or in each case until their respective successors are duly elected and qualifiedqualified or until such director’s or officer’s earlier death, as the case may beresignation or removal.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to At the Effective Time: , by virtue of the Merger and without any additional action on the part of Merger Sub or the Company: (a) the certificate of incorporation of the Surviving Corporation shall will be amended in its entirety pursuant and restated to the Merger at the Effective Time or immediately thereafter to conform to the read as set forth on Exhibit C hereto, and such certificate of incorporation of Acquisition Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Volterra Semiconductor Corporation” andincorporation, as so amendedamended and restated, shall will be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements; Law and such certificate of incorporation; (b) the bylaws of the Surviving Corporation shall will be amended and restated at the Effective Time or immediately thereafter to conform to the bylaws of Acquisition Sub read as in effect immediately prior to the Effective Timeset forth on Exhibit D hereto, andand such bylaws, as so amendedamended and restated, shall will be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal RequirementsLaw and such bylaws; and (c) the directors and officers of Merger Sub immediately before the Effective Time will be the directors of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Acquisition Sub immediately prior to the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be; and (d) the officers of Merger Sub immediately before the Effective Time will be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly appointed, as the case may be.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time: (a) At the Effective Time and without any further action on the part of the Company or Merger Sub, the Company Certificate of Incorporation shall be amended to read in its entirety as the certificate of incorporation of the Surviving Corporation shall be amended in its entirety pursuant to the Merger at the Effective Time or immediately thereafter to conform to the certificate of incorporation of Acquisition Sub reads as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Volterra Semiconductor Corporation” and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements; (b) Law, provided that such certificate of incorporation shall reflect as of the bylaws Effective Time “Transportation Technologies Industries, Inc.” as the name of the Surviving Corporation. The Bylaws of the Surviving Corporation shall be amended and restated at to read in their entirety as the Effective Time or immediately thereafter to conform to the bylaws Bylaws of Acquisition Merger Sub as in effect immediately prior to the Effective Time, and, as so amended, shall be the bylaws of the Surviving Corporation Time until thereafter changed or amended as provided therein or by the Surviving Corporation’s certificate of incorporation and applicable Legal Requirements; andLaw. (cb) The individuals specified in Exhibit F hereto shall be the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers as of Acquisition Sub immediately prior to the Effective Time, until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified. (c) The individuals specified in Exhibit G shall be the officers of the Surviving Corporation as of the Effective Time, as until the case may beearlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall be amended in its entirety pursuant to the Merger at the Effective Time or immediately thereafter to conform to the certificate of incorporation of Acquisition Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Volterra Semiconductor CorporationSilicon Graphics International Corp.” and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements; (b) the bylaws of the Surviving Corporation shall be amended and restated at the Effective Time or immediately thereafter to conform to the bylaws of Acquisition Sub as in effect immediately prior to the Effective Time, and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements; and (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Acquisition Sub immediately prior to the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent and the Company prior to the Effective Time: (a) at the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended in its entirety and restated pursuant to the Merger at in its entirety as set forth in the Effective Time or immediately thereafter to conform to the certificate Certificate of incorporation of Acquisition Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Volterra Semiconductor Corporation” and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal RequirementsMerger; (b) at the Effective Time, the bylaws of the Surviving Corporation shall be amended and restated at the Effective Time or immediately thereafter to conform be identical to the bylaws of Acquisition Sub Merger Sub, as in effect immediately prior to the Effective Time, and, until thereafter amended in accordance with the DGCL and as so amended, shall be provided in the bylaws certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements; andand such bylaws; (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Acquisition Merger Sub serving in such position immediately prior to the Effective Time shall become, as of the Effective Time, until the earlier directors of their resignation or removal or the Surviving Corporation after the consummation of the Merger, to hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal; and (d) the officers of Merger Sub serving in such positions immediately prior to the Effective Time shall become, as of the case may beEffective Time, the officers of the Surviving Corporation after the consummation of the Merger, to hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to (a) As of the Effective Time: (a) , the certificate of incorporation of the Surviving Corporation shall shall, by virtue of the Merger and without any further action, be amended and restated to read in its entirety pursuant to the Merger at the Effective Time or immediately thereafter to conform to the certificate of incorporation of Acquisition Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Volterra Semiconductor Corporation” set forth on Annex I and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements;, subject to Section 6.3(b). (b) As of the Effective Time, the bylaws of the Surviving Corporation shall be amended and restated at the Effective Time or immediately thereafter to conform to the bylaws of Acquisition Merger Sub as in effect immediately prior to the Effective Time, Time (except that references to the name of Merger Sub shall be replaced by references to the name of the Surviving Corporation) and, as so amendedamended and restated, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements; and, subject to Section 6.3(b). (c) From and after the Effective Time, the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Acquisition Sub Merger Sub, in each case, immediately prior to the Effective Time, until shall be the earlier initial directors and officers of their resignation or removal or the Surviving Corporation, each to hold office in accordance with the terms set forth in the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are shall have been duly elected and elected, appointed, designated or qualified, as or until their earlier death, resignation or removal in accordance with the case may becertificate of incorporation and bylaws of the Surviving Corporation.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time: (a) At the Effective Time and without any further action on the part of the Company or Merger Sub, the Company Certificate of Incorporation shall be amended to read in its entirety as the certificate of incorporation of the Surviving Corporation shall be amended in its entirety pursuant to the Merger at the Effective Time or immediately thereafter to conform to the certificate of incorporation of Acquisition Sub reads as in effect immediately prior to the Effective Time, except until thereafter changed or amended as provided therein or by applicable Law, provided, that such certificate of incorporation shall reflect as of the Effective Time “New Star International Holdings, Inc.” as the name of the Surviving Corporation shall be “Volterra Semiconductor Corporation” and. The Bylaws of Merger Sub, as so amendedin effect immediately prior to the Effective Time, shall be the certificate of incorporation Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the Certificate of Incorporation and applicable Legal Requirements;Law. (b) the bylaws The directors of the Surviving Corporation shall be amended and restated at the Effective Time or immediately thereafter to conform to the bylaws of Acquisition Merger Sub as in effect immediately prior to the Effective Time, and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements; and (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Acquisition Sub immediately prior to the Surviving Corporation as of the Effective Time, until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified, as the case may be. (c) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation as of the Effective Time, until the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to At the Effective Time: , by virtue of the Merger and without any additional action on the part of Merger Sub or the Company: (a) the certificate of incorporation of the Surviving Corporation shall will be amended and restated to read as set forth in its entirety pursuant to the Merger at the Effective Time or immediately thereafter to conform to the Exhibit C hereto, and such certificate of incorporation of Acquisition Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Volterra Semiconductor Corporation” andincorporation, as so amendedamended and restated, shall will be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements; Law and such certificate of incorporation; (b) the bylaws of the Surviving Corporation shall will be amended and restated at the Effective Time or immediately thereafter to conform to the bylaws of Acquisition Sub read as set forth in effect immediately prior to the Effective TimeExhibit D hereto, andand such bylaws, as so amendedamended and restated, shall will be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal RequirementsLaw and such bylaws; and (c) the directors and officers of the Surviving Corporation Merger Sub immediately after before the Effective Time shall will be the respective individuals who are directors and officers of Acquisition Sub immediately prior to the Effective Time, Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be; and (d) the officers of Merger Sub immediately before the Effective Time will be the officers of Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly appointed, as the case may be.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined agreed in writing by the Company and Parent prior to the Effective Time: (a) at the Effective Time, the certificate of incorporation of the Surviving Corporation Company shall be amended and restated in its entirety pursuant to read as set forth in Exhibit B, until thereafter duly amended, restated or amended and restated as provided therein or by applicable Law; (b) the Merger parties shall take all necessary actions so that, at the Effective Time or immediately thereafter to conform to Time, the certificate bylaws of incorporation of Acquisition Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Volterra Semiconductor Corporation” and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements; (b) the bylaws of the Surviving Corporation shall be amended and restated at the Effective Time or immediately thereafter to conform to the bylaws of Acquisition Sub as in effect immediately prior to the Effective Time, and, as so amended, shall be the bylaws of the Surviving Corporation Company until thereafter changed duly amended, restated or amended and restated as provided therein or by applicable Legal RequirementsLaw, except with such name as Parent designates; and (c) the directors parties shall take all necessary actions so that from and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Acquisition Sub immediately prior to the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as or until their earlier death, resignation or removal in accordance with the case may becertificate of incorporation, bylaws and applicable Law, (i) the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Company and (ii) the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Company.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time: (a) At the Effective Time and without any further action on the part of the Company or Merger Sub, the Surviving Corporation’s certificate of incorporation shall be amended and restated to read in its entirety as set forth in the Certificate of Merger. The bylaws of the Surviving Corporation shall be amended and restated in its entirety pursuant to read the same as the bylaws of Merger at the Effective Time or immediately thereafter to conform to the certificate of incorporation of Acquisition Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Volterra Semiconductor Corporation” and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by the certificate of incorporation of the Surviving Corporation and applicable Legal Requirements;Law; provided, that such bylaws shall reflect as of the Effective Time “Spirox, Inc.” as the name of the Surviving Corporation. (b) the bylaws The directors of the Surviving Corporation shall be amended and restated at the Effective Time or immediately thereafter to conform to the bylaws of Acquisition Merger Sub as in effect immediately prior to the Effective Time, and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements; and (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Acquisition Sub immediately prior to the Surviving Corporation as of the Effective Time, until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified, as the case may be. (c) The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation as of the Effective Time, until the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent (a) At the Effective Time and without any further action on the part of the Company or Merger Sub, the Company Certificate of Incorporation shall be amended to read in its entirety as the certificate of incorporation of Merger Sub reads as in effect immediately prior to the Effective Time: (a) , and as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable Law; provided that such certificate of incorporation shall reflect as of the Effective Time “Circulation, Inc.” as the name of the Surviving Corporation. The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be amended and restated to read in its entirety pursuant to as the bylaws of Merger at the Effective Time or immediately thereafter to conform to the certificate of incorporation of Acquisition Sub reads as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation reflected therein shall be “Volterra Semiconductor Corporation” andCirculation, Inc.”, and as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements; (b) the bylaws of the Surviving Corporation shall be amended and restated at the Effective Time or immediately thereafter to conform to the bylaws of Acquisition Sub as in effect immediately prior to the Effective Time, and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by in accordance with the provisions thereof and applicable Legal Requirements; andLaw. (cb) the The directors and officers of the Surviving Corporation Merger Sub immediately after prior to the Effective Time shall be the respective individuals who are directors and officers of Acquisition Sub immediately prior to the Surviving Corporation as of the Effective Time, until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified, as the case may be. (c) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation as of the Effective Time, until the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to At the Effective Time: : (a) at the Effective Time, the certificate of incorporation of the Surviving Corporation shall Company will be amended in its entirety pursuant to the Merger at the Effective Time or immediately thereafter to conform to such that the certificate of incorporation of Acquisition Sub Purchaser, as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Volterra Semiconductor Corporation” and, as so amended, shall will be the certificate of incorporation of the Surviving Corporation as set forth on Exhibit A, except that all references to Purchaser shall be automatically amended and shall become references to the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable Legal Requirements; the DGCL and such certificate of incorporation; (b) at the Effective Time, the bylaws of the Surviving Corporation shall be amended and restated at the Effective Time or immediately thereafter to conform to the bylaws of Acquisition Sub Purchaser, as in effect immediately prior to the Effective Time, and, as so amended, shall will be the bylaws of the Surviving Corporation as set forth on Exhibit B, until thereafter changed or amended as provided therein by the DGCL, the certificate of incorporation of the Surviving Corporation or by applicable Legal Requirementssuch bylaws; and (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are served as the directors and officers of Acquisition Sub Purchaser as of immediately prior to the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, or their earlier death, resignation or removal; and (d) the officers of the Surviving Corporation shall be the respective individuals who served as the case may beofficers of Purchaser as of immediately prior to the Effective Time, until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time: (a) At the Effective Time and without any further action on the part of the Company or Merger Sub, the Company Certificate of Incorporation shall be amended to read in its entirety as the certificate of incorporation of the Surviving Corporation shall be amended in its entirety pursuant to the Merger at the Effective Time or immediately thereafter to conform to the certificate of incorporation of Acquisition Sub reads as in effect immediately prior to the Effective Time, except until thereafter changed or amended as provided therein or by applicable Law, provided, that such certificate of incorporation shall (i) reflect as of the Effective Time “FerroKin BioSciences, Inc.” as the name of the Surviving Corporation and (ii) omit the provisions relating to the incorporator of Merger Sub. At the Effective Time, the Bylaws of the Company shall be “Volterra Semiconductor Corporation” andamended to read in their entirety as the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, and as so amended, amended shall be the certificate of incorporation Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the Certificate of Incorporation and applicable Legal Requirements;Law. (b) the bylaws The directors of the Surviving Corporation shall be amended and restated at the Effective Time or immediately thereafter to conform to the bylaws of Acquisition Merger Sub as in effect immediately prior to the Effective Time, and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements; and (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Acquisition Sub immediately prior to the Surviving Corporation as of the Effective Time, until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified, as the case may be. (c) The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation as of the Effective Time, until the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to At the Effective Time: (a) in connection with the filing of, and pursuant to, the Certificate of Merger, the certificate of incorporation of the Surviving Corporation shall be amended in its entirety pursuant to the Merger at the Effective Time or immediately thereafter to conform to the certificate of incorporation of Acquisition Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Volterra Semiconductor Corporation” and, as so amended, Time shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirementsand under the DGCL; (b) the bylaws of the Surviving Corporation shall be amended and restated at the Effective Time or immediately thereafter to conform to the bylaws of Acquisition Merger Sub as in effect immediately prior to the Effective Time, and, as so amended, Time shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements; andin accordance with their terms and under the DGCL; (c) the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately after the Effective Time with each such director to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, in each case until his or her successor is duly elected or appointed and qualified or until his or her earlier death, resignation or removal; and (d) the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation immediately after the Effective Time shall be with each officer to hold office in accordance with the respective individuals who are directors bylaws of the Surviving Corporation, in each case until his or her successor is duly appointed and officers of Acquisition Sub immediately prior to the Effective Timequalified or until his or her earlier death, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may beremoval.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time: (a) subject to Section 6.5(a), the certificate of incorporation of the Surviving Corporation shall be amended in its entirety pursuant to the Merger at and restated as of the Effective Time or immediately thereafter to conform to the certificate of incorporation of Acquisition Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Volterra Semiconductor Corporation” and, as so amended, shall be the certificate of incorporation of the Surviving Corporation Time until thereafter changed or amended as provided therein or by in accordance with the provisions thereof and applicable Legal RequirementsLaw; (b) subject to Section 6.5(a), the bylaws of the Surviving Corporation shall be amended and restated at as of the Effective Time or immediately thereafter to conform to the bylaws of Acquisition Sub as in effect immediately prior to the Effective Time, and, as so amended, shall be the bylaws of the Surviving Corporation Time until thereafter changed or amended as provided therein or by in accordance with the provisions thereof and applicable Legal Requirements; andLaw; (c) the directors of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors of Acquisition Sub immediately prior to the Effective Time until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be; and (d) the officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Acquisition Sub the Company immediately prior to the Effective Time, Time until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation Company in effect immediately prior to the Effective Time shall be amended to read in its entirety pursuant to the Merger at the Effective Time or immediately thereafter to conform to as the certificate of incorporation of Acquisition Sub Purchaser as in effect immediately prior to the Effective Time, except that the (i) Article FIRST thereof shall read in its entirety: “The name of the Surviving Corporation corporation is Anadys Pharmaceuticals, Inc. (the “Corporation”)” and (ii) Article FIFTH thereof shall be “Volterra Semiconductor Corporation” anddeleted in its entirety, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by in accordance with applicable Legal Requirements; (b) the bylaws of the Surviving Corporation Company in effect immediately prior to the Effective Time shall be amended and restated at the Effective Time or immediately thereafter to conform to read in their entirety as the bylaws of Acquisition Sub Purchaser as in effect immediately prior to the Effective Time, and, and as so amended, amended shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by in accordance with applicable Legal Requirements; and (c) until successors are duly elected or appointed and qualified in accordance with applicable Legal Requirements, (i) the directors and officers of the Surviving Corporation immediately after Purchaser at the Effective Time shall be the respective individuals who are directors of the Surviving Corporation and (ii) the officers of Acquisition Sub immediately prior to the Company at the Effective Time, until Time shall be the earlier officers of their resignation or removal or until their respective successors are duly elected and qualified, as the case may beSurviving Corporation.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time: (a) At the Effective Time and without any further action on the part of the Company or Merger Sub: (i) the Company’s Certificate of Incorporation shall be amended and restated to read in its entirety as the certificate of incorporation of the Surviving Corporation shall be amended in its entirety pursuant to the Merger at the Effective Time or immediately thereafter to conform to the certificate of incorporation of Acquisition Sub reads as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Volterra Semiconductor Corporation” and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements; (b) Law; provided, that such certificate of incorporation shall reflect as of the bylaws Effective Time “Bxxxx Diagnostics, Inc.” as the name of the Surviving Corporation Corporation; and (ii) the Bylaws of the Company shall be amended and restated at to read in their entirety as the Effective Time or immediately thereafter to conform to Bylaws of the bylaws of Acquisition Merger Sub read as in effect immediately prior to the Effective Time, and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the Surviving Corporation’s certificate of incorporation and applicable Legal RequirementsLaw; and (c) provided, that such Bylaws shall reflect as of the directors and officers Effective Time “Bxxxx Diagnostics, Inc.” as the name of the Surviving Corporation Corporation. (b) The Parties shall take all actions necessary so that the directors of Merger Sub immediately after prior to the Effective Time shall be the respective individuals who are directors of the Surviving Corporation from and officers of Acquisition Sub immediately prior to after the Effective Time, until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified, as the case may be. (c) The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation from and after the Effective Time, until the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time: (a) At the Effective Time and without any further action on the part of the Company or Merger Sub, the Company Certificate of Incorporation shall be amended to read in its entirety as the certificate of incorporation of the Surviving Corporation shall be amended in its entirety pursuant to the Merger at the Effective Time or immediately thereafter to conform to the certificate of incorporation of Acquisition Sub reads as in effect immediately prior to the Effective Time, except until thereafter changed or amended as provided therein or by applicable Law, provided, that such certificate of incorporation shall reflect as of the Effective Time “The NTI Group, Inc.” as the name of the Surviving Corporation shall be “Volterra Semiconductor Corporation” and. The Bylaws of Merger Sub, as so amendedin effect immediately prior to the Effective Time, shall be the certificate of incorporation Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the Certificate of Incorporation and applicable Legal Requirements;Law. (b) the bylaws The directors of the Surviving Corporation shall be amended and restated at the Effective Time or immediately thereafter to conform to the bylaws of Acquisition Merger Sub as in effect immediately prior to the Effective Time, and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements; and (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Acquisition Sub immediately prior to the Surviving Corporation as of the Effective Time, until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified, as the case may be. (c) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation as of the Effective Time, until the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent Purchaser prior to the Effective Time: (ai) subject to Section 4.13, the certificate of incorporation of the Surviving Corporation shall be amended in its entirety pursuant to the Merger at and restated as of the Effective Time or immediately thereafter to conform to the certificate of incorporation of Acquisition Sub Subsidiary as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Volterra Semiconductor Corporation” and, as so amended, shall be the certificate of incorporation of the Surviving Corporation Time until thereafter changed or amended as provided therein or by in accordance with the provisions thereof and applicable Legal RequirementsLaw; (bii) subject to Section 4.13, the bylaws of the Surviving Corporation shall be amended and restated at as of the Effective Time or immediately thereafter to conform to the bylaws of Acquisition Sub Subsidiary as in effect immediately prior to the Effective Time, and, as so amended, shall be the bylaws of the Surviving Corporation Time until thereafter changed or amended as provided therein or by in accordance with the provisions thereof and applicable Legal Requirements; andLaw; (ciii) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Acquisition Sub Subsidiary immediately prior to the Effective TimeTime until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be; and (iv) the officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals set forth on Schedule 1.10(f) annexed hereto until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined agreed in writing by Parent and the Company prior to the Effective Time: (a) the Company’s certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time in accordance with the relevant provisions of the DGCL to read in its entirety pursuant to as set forth in Exhibit D hereto (the Merger at the Effective Time or immediately thereafter to conform to the certificate “Amended and Restated Certificate of incorporation of Acquisition Sub as in effect immediately prior to the Effective TimeIncorporation”), except that the name of the Surviving Corporation shall be “Volterra Semiconductor Corporation” and, as so amended, such Amended and Restated Certificate of Incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirementsin accordance with its terms and conditions and Applicable Law; (b) the bylaws of the Surviving Corporation shall be amended and restated at as of the Effective Time or immediately thereafter to conform to the bylaws of Acquisition Merger Sub as in effect immediately prior to the Effective Time, Time and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided in accordance with the terms and conditions stated therein or by applicable Legal Requirementsunder Applicable Law; and and (c) c i the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Acquisition Sub immediately identified by Parent in its sole discretion prior to the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent (a) At the Effective Time, the certificate of incorporation of Surviving Corporation shall be amended and restated at and as of the Effective Time to read as did the certificate of incorporation of the Merger Sub immediately prior to the Effective Time:Time (except that the name of Surviving Corporation will be “Premier Healthcare Exchange, Inc.”). (ab) At the certificate of incorporation Effective Time, the bylaws of the Surviving Corporation shall be amended in its entirety pursuant to the Merger at and restated as of the Effective Time or immediately thereafter to conform to the certificate bylaws of incorporation of Acquisition Merger Sub as in effect immediately prior to the Effective Time, except that until amended thereafter in accordance with applicable Law and subject to the name of the Surviving Corporation shall be “Volterra Semiconductor Corporation” and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements;conditions set forth hereinafter. (bc) the bylaws of the Surviving Corporation shall be amended and restated at the Effective Time or immediately thereafter to conform to the bylaws of Acquisition Sub as in effect immediately Unless otherwise determined by Parent prior to the Effective Time, andat the Effective Time, as so amended, the directors and officers of Merger Sub immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements; and (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the Corporation, each to hold office until their respective individuals who are directors and officers of Acquisition Sub immediately prior to the Effective Timedeath, until the earlier of their permanent disability, resignation or removal or until their respective successors are duly elected and qualified, . The Company and its Subsidiaries shall take such action as may be necessary to appoint new directors and/or officers of the case may beCompany’s Subsidiaries as of the Effective Time as designated by Parent prior to Closing.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time: (a) subject to Section 6.5(a), the certificate of incorporation of the Surviving Corporation shall be amended in its entirety pursuant to the Merger at and restated as of the Effective Time or immediately thereafter to conform to the certificate of incorporation of Acquisition Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Volterra Semiconductor Corporation” and, as so amended, shall be the certificate of incorporation of the Surviving Corporation Time until thereafter changed or amended as provided therein or by in accordance with the provisions thereof and applicable Legal Requirementslaw; (b) subject to Section 6.5(a), the bylaws of the Surviving Corporation shall be amended and restated at as of the Effective Time or immediately thereafter to conform to the bylaws of Acquisition Sub as in effect immediately prior to the Effective Time, and, as so amended, shall be the bylaws of the Surviving Corporation Time until thereafter changed or amended as provided therein or by in accordance with the provisions thereof and applicable Legal Requirements; andlaw; (c) the directors of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors of Acquisition Sub immediately prior to the Effective Time until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be; and (d) the officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Acquisition Sub the Company immediately prior to the Effective Time, Time until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time: (a) At the Effective Time and without any further action on the part of the Company or Merger Sub, the Surviving Corporation’s certificate of incorporation shall be amended and restated to read in its entirety as set forth in the Certificate of Merger. The bylaws of the Surviving Corporation shall be amended and restated in its entirety pursuant to read the same as the bylaws of Merger at the Effective Time or immediately thereafter to conform to the certificate of incorporation of Acquisition Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Volterra Semiconductor Corporation” and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by the certificate of incorporation of the Surviving Corporation and applicable Legal Requirements;Law; provided, that such bylaws shall reflect as of the Effective Time “Medfusion, Inc.” as the name of the Surviving Corporation. (b) the bylaws The directors of the Surviving Corporation shall be amended and restated at the Effective Time or immediately thereafter to conform to the bylaws of Acquisition Merger Sub as in effect immediately prior to the Effective Time, and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements; and (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Acquisition Sub immediately prior to the Surviving Corporation as of the Effective Time, until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified, as the case may be. (c) The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation as of the Effective Time, until the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time: (a) At the Effective Time and without any further action on the part of the Company or Merger Sub, the Company Certificate of Incorporation shall be amended to read in its entirety as the certificate of incorporation of the Surviving Corporation shall be amended in its entirety pursuant to the Merger at the Effective Time or immediately thereafter to conform to the certificate of incorporation of Acquisition Sub reads as in effect immediately prior to the Effective Time, except until thereafter changed or amended as provided therein or by applicable Law, provided, that such certificate of incorporation shall reflect as of the Effective Time “[•]” as the name of the Surviving Corporation shall be “Volterra Semiconductor Corporation” and. The Bylaws of Merger Sub, as so amendedin effect immediately prior to the Effective Time, shall be the certificate of incorporation Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the Certificate of Incorporation and applicable Legal Requirements;Law. (b) the bylaws The directors of the Surviving Corporation shall be amended and restated at the Effective Time or immediately thereafter to conform to the bylaws of Acquisition Merger Sub as in effect immediately prior to the Effective Time, and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements; and (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Acquisition Sub immediately prior to the Surviving Corporation as of the Effective Time, until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified, as the case may be. (c) The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation as of the Effective Time, until the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise jointly determined by Parent and the Company in writing prior to the Effective Time: (aA) as of the certificate Effective Time, by virtue of incorporation the Merger and without any action on the part of Merger Sub or the Company, the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety pursuant to the Merger at and restated as of the Effective Time to conform to EXHIBIT B, until thereafter amended in accordance with the DGCL and such Certificate of Incorporation; (B) as of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub or immediately thereafter the Company, but subject to Section 4.10(a), the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the certificate Bylaws of incorporation of Acquisition Merger Sub as in effect immediately prior to the Effective Time, except that until thereafter amended in accordance with the name DGCL, the Certificate of Incorporation of the Surviving Corporation and such Bylaws; PROVIDED, HOWEVER, that all references in such Bylaws to Merger Sub shall be “Volterra Semiconductor Corporation” andamended to refer to "Jazz Technologies, as so amended, shall be Inc."; (C) the certificate of incorporation directors of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements; (b) the bylaws of the Surviving Corporation shall be amended and restated at immediately after the Effective Time or immediately thereafter to conform to shall be the bylaws respective individuals who are directors of Acquisition Merger Sub as in effect immediately prior to the Effective Time, and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed their respective successors are duly elected or amended as provided therein or by applicable Legal Requirementsappointed and qualified; and (cD) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Acquisition Merger Sub immediately prior to the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.