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

Certificate of Incorporation and Bylaws; Directors and Officers. (a) At the Effective Time and without any further action on the part of the Company or Merger Sub, the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, 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 “Advanced BioHealing, Inc.” as the name of the Surviving Corporation. The Bylaws of the Surviving Corporation shall be amended and restated in its entirety to read as the Bylaws of Merger Sub as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by the certificate of incorporation of the Surviving Corporation and applicable Law. (b) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of 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 the Effective Time: (a) At the Effective Time and without any further action on the part Certificate of the Company or Merger Sub, the certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated in its entirety as of the Effective Time to read conform to Exhibit D; (b) the bylaws of the Surviving Corporation shall be amended and restated as of the certificate of incorporation Effective Time to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable Law; provided, except that such certificate of incorporation shall reflect as of the Effective Time “Advanced BioHealing, Inc.” as the name of the Surviving Corporation. The Bylaws ’s name therein shall be changed to the Company’s name; and (c) the directors of the Surviving Corporation immediately after the Effective Time shall be amended and restated in its entirety to read as the Bylaws of Merger Sub as in effect immediately prior to respective individuals who are the Effective Time, until thereafter changed or amended as provided therein or by the certificate of incorporation of the Surviving Corporation and applicable Law. (b) The directors of Merger Sub immediately prior to the Effective Time, until the earlier of their, death, resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be; and (d) the officers of the Surviving Corporation immediately after the Effective Time shall be the directors respective individuals who are the officers of the Surviving Corporation as of Company immediately prior to the Effective Time, until the earlier of their their, death, resignation (including any resignation pursuant to Section 5.8) or removal or otherwise ceasing to be a director or until their respective successors are duly elected or appointed 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. (a) At As of the Effective Time and without any further action on the part of the Company or Merger SubTime, the certificate of incorporation of the Company shall by virtue of the Merger and without any further action, be amended and restated to read in its entirety as set forth on Annex I and, as so amended 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 5.5(a). (b) As of the Effective Time, the bylaws of the Surviving Corporation shall be amended and restated in its entirety to read as conform to the certificate of incorporation bylaws of Merger Sub as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable Law; providedLegal Requirements, subject to Section 5.5(a), except that such certificate references to the name of incorporation Merger Sub shall reflect as of the Effective Time “Advanced BioHealing, Inc.” as be replaced by references to the name of the Surviving Corporation. The Bylaws . (c) As of the Effective Time, the directors of the Surviving Corporation shall be amended and restated in its entirety to read the respective individuals who served as the Bylaws directors of Merger Sub as in effect of immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by the certificate of incorporation of the Surviving Corporation and applicable Law. (b) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of 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 beor their earlier death, resignation or removal. (cd) The As of the Effective Time, the officers of the Company immediately prior to the Effective Time Surviving Corporation shall be the officers of the Surviving Corporation Company as of immediately prior to 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 beor their earlier death, resignation or removal.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time, 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 certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as conform to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by in accordance with applicable LawLegal Requirements; provided, however, that such at the Effective Time, Article I of the certificate of incorporation shall reflect as of the Effective Time Surviving Corporation shall be amended to read: “Advanced BioHealing, Inc.” as the The name of the Surviving Corporation. The Bylaws corporation is Xxxxxx, Inc.”; (b) the bylaws of the Surviving Corporation shall be amended and restated in its entirety as of the Effective Time to read as conform to the Bylaws bylaws of Merger Sub as in effect immediately prior to the Effective Time; provided, until thereafter changed or amended as provided therein or by however, that at the certificate Effective Time, Article I of incorporation the bylaws of the Surviving Corporation and applicable Law.shall be amended to provide that the name of the Surviving Corporation shall be Xxxxxx, Inc.; and (bc) The the directors of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors of Merger Sub immediately prior to the Effective Time shall be and the directors officers of 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 after the Effective Time shall be the respective individuals who are officers of the Surviving Corporation as of Merger Sub immediately prior to 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 and the Company 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 The certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety as of the Effective Time to read as conform to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable Law; provided, Time (except that such certificate of incorporation shall reflect as of the Effective Time “Advanced BioHealing, Inc.” as the name of the Surviving Corporation. Corporation shall be such name as Parent may designate). (b) The Bylaws bylaws of the Surviving Corporation shall be amended and restated in its entirety as of the Effective Time to read as conform to the Bylaws bylaws of Merger Sub as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by Time (except that all references to Merger Sub shall refer to the certificate of incorporation name of the Surviving Corporation and applicable Lawdesignated by Parent). (bc) The From and after the Effective Time, until their successors are duly elected or appointed and qualified in accordance with applicable Law, the directors of the Surviving Corporation immediately after the Effective Time shall be the individuals who are the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation Time, together with such additional individuals as of Parent may designate. (d) From and 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 or appointed and qualifiedqualified in accordance with applicable Law, as the case may be. (c) The officers of the Company Surviving Corporation immediately prior to after the Effective Time shall be the individuals who are the officers of the Surviving Corporation as of Merger Sub immediately prior to 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, together with such additional individuals as the case Parent may bedesignate.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time, unless otherwise jointly determined by Parent and the Company prior to the Effective Time: (a) At the Effective Time and without any further action on the part Certificate of the Company or Merger Sub, the certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated in its entirety as of the Effective Time to read as be substantially in the form of the certificate of incorporation of Merger Sub as in effect immediately prior (except with respect to the Effective Time, 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 “Advanced BioHealing, Inc.” as the name of the Surviving Corporation. The , which from and after the Effective Time shall be the name of the Company); (b) the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to be substantially in its entirety to read as the Bylaws form of the bylaws of Merger Sub as in effect immediately prior (except with respect to the name of the Surviving Corporation, which from and after the Effective Time shall be the name of the Company); and (c) the parties hereto shall take all requisite action such that, from and after the Effective Time, until thereafter changed successors are duly elected or amended as provided therein or by the certificate of incorporation of the Surviving Corporation appointed and qualified in accordance with applicable Law. , (bi) The the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation as of and (ii) 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 beCorporation.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time, unless otherwise jointly determined by Parent and the Company prior to the Effective Time: (a) At the Effective Time and without any further action on the part Certificate of the Company or Merger Sub, the certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, 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 “Advanced BioHealingto read as set forth on Exhibit A hereto, Inc.” and, as so amended and restated, shall be the name Certificate of Incorporation of the Surviving Corporation. The , until thereafter amended in accordance with its terms and as provided in the DGCL; (b) the Bylaws of the Surviving Corporation shall be amended and restated in its entirety as of the Effective Time to read as set forth on Exhibit B hereto, and, as so amended and restated shall be the Bylaws of Merger Sub the Surviving Corporation, until thereafter amended in accordance with its terms and as provided in effect immediately prior to the DGCL; and (c) the parties hereto shall take all requisite action such that, from and after the Effective Time, until thereafter changed successors are duly elected or amended as provided therein or by the certificate of incorporation of the Surviving Corporation appointed and qualified in accordance with applicable Law. , (bi) The the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation as of and (ii) 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 beCorporation.

Certificate of Incorporation and Bylaws; Directors and Officers. (a) At the Effective Time and without any further action on the part of the Company or Merger Sub, the certificate Company Certificate of incorporation of the Surviving Corporation Incorporation shall be amended and restated to read in its entirety to read as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective TimeTime reads, 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 “Advanced BioHealing, Inc.Premier Nutrition Corporation” as the name of the Surviving Corporation. The Bylaws of the Surviving Corporation shall be amended and restated in its entirety to read as the Bylaws bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the certificate of incorporation of the Surviving Corporation and applicable Law. (b) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation as of the Effective Time, until until, as to any particular director, the earlier of their his or her resignation or removal or otherwise ceasing to be a director or until their his or her respective successors are successor is duly elected and qualified, as the case may be. (c) The officers of the Company Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation as of the Effective Time, until until, as to any particular officer, the earlier of their his or her resignation or removal or otherwise ceasing to be an officer or until their his or her respective successors are successor is duly elected and qualified, as the case may be.

Certificate of Incorporation and Bylaws; Directors and Officers. (a) At the Effective Time Time, and without any further action on the part of the Company or Merger Sub, the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated to read in its entirety to read as the certificate of incorporation of Merger Sub reads as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable Law; provided, provided that such certificate of incorporation shall reflect as of the Effective Time “Advanced BioHealingCyota, Inc.” Inc. as the name of the Surviving Corporation. The Bylaws of the Surviving Corporation shall be amended and restated in its entirety to read as the Bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the certificate Certificate of incorporation of the Surviving Corporation Incorporation and applicable Law. (b) The directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers, respectively, of 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 agreed to by the Company and Parent prior to the Effective Time: (a) At the Effective Time and without any further action on the part Certificate of the Company or Merger Sub, the certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as be identical to the certificate of incorporation of Merger Sub Purchaser, as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable Law; provided, except that (1) such provisions of the Purchaser’s certificate of incorporation relating to its incorporator and date of incorporation shall be revised appropriately to reflect as of such facts in the Effective Time “Advanced BioHealing, Inc.” as Company’s case and (2) the name of the Surviving Corporation. The Corporation shall be such name as determined by Parent; (b) the Bylaws of the Surviving Corporation shall be amended and restated in its entirety as of the Effective Time to read as conform to the Bylaws of Merger Sub Purchaser as in effect immediately prior to the Effective Time, except that references to the name of Purchaser shall be replaced with references to such name as determined by Parent; and (c) From and after the Effective Time, until thereafter changed successors are duly elected or amended as provided therein appointed and qualified or by until the certificate earlier of incorporation resignation or removal of such director or officer, (i) the Company shall take all necessary action to cause the members of the Surviving Corporation and applicable Law. (b) The directors Board of Merger Sub Directors of the Company immediately prior to the Effective Time shall to resign and the directors of Purchaser immediately prior to the Effective Time to be appointed the directors of the Surviving Corporation as of and (ii) 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 beCorporation.

Certificate of Incorporation and Bylaws; Directors and Officers. (a) At the Effective Time and without any further action on the part of the Company or Merger Sub, the certificate Company Certificate of incorporation of the Surviving Corporation Incorporation shall be amended and restated to read in its entirety to read as the certificate of incorporation of Merger Sub reads as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable Law; providedlaw, provided that such certificate of incorporation shall reflect as of the Effective Time “Advanced BioHealing"NEN Life Sciences, Inc.” " as the name of the Surviving Corporation. The Bylaws of the Surviving Corporation shall be amended and restated in its entirety to read as the Bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the certificate Certificate of incorporation of the Surviving Corporation Incorporation and applicable Lawlaw. (b) The directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers, respectively, of 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 and the Company prior to the Effective Time: (a) At the Company’s certificate of incorporation shall be amended and restated as of the Effective Time and without any further action on in accordance with the part relevant provisions of the Company or Merger SubDGCL to read in its entirety as set forth in Exhibit B hereto (the “Amended and Restated Certificate of Incorporation”) and, as so amended, such Amended and Restated Certificate of Incorporation shall be the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided in accordance with the terms and conditions stated therein or by applicable under Applicable Law; provided, that such certificate of incorporation shall reflect as of ; (b) the Effective Time “Advanced BioHealing, Inc.” as the name of the Surviving Corporation. The Bylaws of the Surviving Corporation shall be amended and restated in its entirety as of the Effective Time to read as conform to the Bylaws of Merger Sub as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by the certificate of incorporation of the Surviving Corporation and applicable Law.; and (bc) The the directors of Merger Sub immediately prior to the Effective Time shall be and the directors of 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 directors and officers, respectively, of the Surviving Corporation as of the Effective Timeuntil their respective death, until the earlier of their permanent disability, 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. (a) At As of the Effective Time and without any further action on the part of the Company or Merger SubTime, the certificate of incorporation of the Company shall, by virtue of the Merger and without any further action, be amended and restated to read in its entirety as set forth on Annex II and, as so amended 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 6.05(a). (b) As of the Effective Time, the bylaws of the Surviving Corporation shall be amended and restated in its entirety to read as conform to the certificate bylaws of incorporation of Merger Sub Purchaser as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable Law; providedLegal Requirements, subject to Section 6.05(a), except that such certificate references to the name of incorporation Purchaser shall reflect as of the Effective Time “Advanced BioHealing, Inc.” as be replaced by references to the name of the Surviving Corporation. The Bylaws . (c) As of the Effective Time, the directors and officers of the Surviving Corporation shall be amended and restated in its entirety to read the respective individuals who served as the Bylaws directors and officers of Merger Sub Purchaser as in effect of immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by the certificate of incorporation of the Surviving Corporation and applicable Law. (b) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of 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 or their earlier death, resignation or removal. Prior to the case may be. (c) The officers Closing, each director of the Company immediately prior to the Effective Time shall be the officers and, if so requested by Parent, each officer of the Surviving Corporation Company, shall execute and deliver a letter effectuating his or her resignation as a member of the Board of Directors and an officer of the Company, respectively, to be effective 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. At the Effective Time: (a) At the Effective Time and without any further action on the part certificate of the Company or incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable Legal Requirements; provided, however, that at the Effective Time, Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as read: “The name of the certificate of incorporation corporation is Connetics Corporation.” (b) the bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable Law; provided, that such certificate of incorporation shall reflect as of be the Effective Time “Advanced BioHealing, Inc.” as the name of the Surviving Corporation. The Bylaws bylaws of the Surviving Corporation shall be until amended and restated in its entirety to read as the Bylaws of Merger Sub as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by accordance with the certificate of incorporation of the Surviving Corporation and applicable Law.Legal Requirements; (bc) The the directors of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors of Merger Sub immediately prior to the Effective Time shall be and the directors officers of the Surviving Corporation as of immediately after the Effective Time, until Time shall be the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors individuals who 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. At the Effective Time, unless otherwise jointly determined by Parent and the Company prior to the Effective Time: (a) At the Effective Time and without any further action on the part Certificate of Incorporation of the Company or Merger Sub, the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, 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 “Advanced BioHealingto read in its entirety as set forth on Exhibit A hereto, Inc.” and, as so amended and restated shall be the name Certificate of Incorporation of the Surviving Corporation. The Corporation until, subject to Section 6.9(b), thereafter amended in accordance with its terms and as provided by applicable Law; (b) the Bylaws of the Company shall be amended and restated as of the Effective Time to read as set forth on Exhibit B hereto, and, as so amended and restated shall be the Bylaws of the Surviving Corporation shall be until, subject to Section 6.9(b), thereafter amended in accordance with their terms and restated in its entirety to read as the Bylaws of Merger Sub as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by the certificate of incorporation of the Surviving Corporation and applicable Law.; and (bi) The the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation as of and (ii) 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 Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation as of the Effective TimeCorporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or in each case until their respective successors are duly elected or appointed and qualifiedqualified in accordance with applicable Law or until their earlier death, resignation or removal. Prior to the Closing, the Company shall use its reasonable best efforts to deliver to Parent a letter executed by each director of the Company effectuating his or her resignation as a member of the case may beBoard of Directors, to be effective as of the Effective Time.

Certificate of Incorporation and Bylaws; Directors and Officers. (a) At the Effective Time and without any further action on the part of the Company or Merger Sub, the certificate Company Certificate of incorporation of the Surviving Corporation Incorporation shall be amended and restated to read in its entirety to read as the certificate of incorporation of Merger Sub reads as in effect immediately prior to the Effective Time, 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 “Advanced BioHealing, Inc.” "Xxxxx Xxxxxxxxx Corporation" as the name of the Surviving Corporation. The Bylaws of the Surviving Corporation shall be amended and restated in its entirety to read as the Bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the certificate Certificate of incorporation of the Surviving Corporation Incorporation and applicable Law. (b) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of 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 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. At the Effective Time: (a) At the Effective Time and without any further action on the part of the Company or Merger Subsubject to Section 6.09, the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety a form substantially similar to read as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time; (b) subject to Section 6.09, 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 “Advanced BioHealing, Inc.” as the name of the Surviving Corporation. The Bylaws bylaws of the Surviving Corporation shall be amended and restated in its entirety a form substantially similar to read as the Bylaws bylaws of Merger Sub as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by ; (c) the certificate of incorporation directors of the Surviving Corporation and applicable Law. (b) The immediately after the Effective Time shall be the individuals who are directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation as of the Effective Time, until the earlier of their resignation respective resignations or removal removals or otherwise ceasing 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 individuals who are officers of Merger Sub, duly elected by the board of directors thereof, immediately prior to be a director the Effective Time until the earlier of their respective resignations or removals 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. (a) At As of the Effective Time and without any further action on the part of the Company or Merger SubTime, the certificate of incorporation of the Company shall, by virtue of the Merger and without any further action, be amended and restated to read in its entirety as set forth on Annex II and, as so amended 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 6.5(a). (b) As of the Effective Time, the bylaws of the Surviving Corporation shall be amended and restated in its entirety to read as conform to the certificate bylaws of incorporation of Merger Sub Purchaser as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable Law; providedLegal Requirements, subject to Section 6.5(a), except that such certificate references to the name of incorporation Purchaser shall reflect as of the Effective Time “Advanced BioHealing, Inc.” as be replaced by references to the name of the Surviving Corporation. The Bylaws . (c) As of the Effective Time, (i) the directors of the Surviving Corporation shall be amended and restated in its entirety to read the respective individuals who served as the Bylaws directors of Merger Sub Purchaser as in effect of immediately prior to the Effective Time and (ii) the officers of the Surviving Corporation shall be the respective individuals who served as the officers of the Company as of immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by the certificate of incorporation of the Surviving Corporation and applicable Law. (b) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation as of the Effective Timein each case, 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 or their earlier death, resignation or removal. Each director of the Company immediately prior to the Effective Time shall be execute and deliver to the officers Company a letter effectuating his or her resignation as a member of the Surviving Corporation Board of Directors to be effective 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. At the Effective Time, unless otherwise jointly determined by Parent and the Company prior to the Effective Time: (a) At the Effective Time and without any further action on the part Certificate of Incorporation of the Company or Merger Sub, the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, 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 “Advanced BioHealingto read in its entirety as set forth on Exhibit A hereto and, Inc.” as so amended and restated, shall be the name Certificate of Incorporation of the Surviving Corporation. The Corporation until, subject to Section 6.9(b), thereafter amended in accordance with its terms and as provided by applicable Law; (b) the Bylaws of the Company shall be amended and restated as of the Effective Time to read as set forth on Exhibit B hereto and, as so amended and restated, shall be the Bylaws of the Surviving Corporation shall be until, subject to Section 6.9(b), thereafter amended in accordance with their terms and restated in its entirety to read as the Bylaws of Merger Sub as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by the certificate of incorporation of the Surviving Corporation and applicable Law.; and (bi) The the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation as of and (ii) 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 TimeCorporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or in each case until their respective successors are duly elected or appointed and qualifiedqualified in accordance with applicable Law or until their earlier death, resignation or removal. Prior to the Closing, the Company shall use its reasonable best efforts to deliver to Parent a letter executed by each director of the Company effectuating his or her resignation as a member of the case may beCompany Board, to be effective as of the Effective Time.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise jointly determined by Parent and the Company in writing prior to the Effective Time: (a) At as of the Effective Time Time, by virtue of the Merger and without any further action on the part of Merger Sub or the Company or Merger SubCompany, the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, 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 “Advanced BioHealingto conform to Exhibit B, Inc.” until thereafter amended in accordance with the DGCL and such Certificate of Incorporation; (b) as the name of the Surviving Corporation. The Effective Time, by virtue of the Merger and without any action on the part of Merger Sub or the Company, but subject to Section 4.10(a), the Bylaws of the Surviving Corporation shall be amended and restated in its entirety as of the Effective Time to read as conform to the Bylaws of Merger Sub as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by in accordance with the certificate DGCL, the Certificate of incorporation Incorporation of the Surviving Corporation and applicable Law.such Bylaws; provided, however, that all references in such Bylaws to Merger Sub shall be amended to refer to “Jazz Technologies, Inc.”; (bc) The the directors of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors of Merger Sub immediately prior to the Effective Time shall be the directors of 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 or appointed and qualified, as the case may be.; and (cd) The the officers of the Company Surviving Corporation immediately prior to after the Effective Time shall be the respective individuals who are officers of the Surviving Corporation as of Merger Sub immediately prior to 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.