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

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the Certificate of Incorporation of Merger Sub shall be amended in the Merger to read in its entirety as set forth on Exhibit C hereof; (b) The bylaws of Merger Sub immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation; and (c) 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; and the officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are officers of the Company immediately prior to the Effective Time.

Certificate of Incorporation and Bylaws; Directors and Officers. At Unless otherwise determined by Parent prior to the Effective Time: (a) the Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation of Merger Sub except that the name of the Surviving Corporation shall be amended in the Merger to read in its entirety as set forth on Exhibit C hereofMeridian Data, Inc.; (b) The bylaws the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving CorporationTime; 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 Merger Sub immediately prior to the Effective Time; and the officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are officers of the Company immediately prior to the Effective Time.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the The Certificate of Incorporation of Merger Sub the Surviving Corporation shall be amended in and restated at the Merger Effective Time to read in its entirety as set forth on conform to Exhibit C hereof;B. (b) The bylaws Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation; andTime. (c) Unless otherwise determined by Parent prior to 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 Merger Sub immediately prior to the Effective Time; and the officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are officers of the Company immediately prior to the Effective Time.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the Certificate of Incorporation of Merger Sub the Surviving Corporation shall be amended and restated in the Merger to read in its entirety as set forth on conform to Exhibit C hereofB, which shall conform to the requirements of Section 6.7; (b) The bylaws the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Sub as in effect immediately prior to the Effective Time Time, which shall be conform to the bylaws requirements of the Surviving CorporationSection 6.7; 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 Merger Sub immediately prior to the Effective Time; and the officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are officers of the Company immediately prior to the Effective Time.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the Certificate of Incorporation of Merger Sub the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Merger to read in its entirety as set forth on Exhibit C hereofEffective Time; (b) The bylaws the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (c) the directors and officers of Merger Sub immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation; and (c) 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; and the officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are officers of the Company immediately prior to the Effective Time.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the Certificate certificate of Incorporation incorporation of the Merger Sub shall be amended as in the Merger to read in its entirety as set forth on Exhibit C hereof; (b) The bylaws of Merger Sub effect immediately prior to the Effective Time shall be remain the certificate of incorporation of the Surviving Corporation; (b) the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall remain the bylaws of the Surviving Corporation, until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation, or as provided by law; and (c) 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; and the officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are were directors and officers of the Company Merger Sub immediately prior to the Effective Time.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the Certificate of Incorporation of Merger Sub shall be Sub, as amended in at the Merger to read in its entirety Effective Time as set forth on in Exhibit C hereofC, shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable Law; (b) The bylaws the Bylaws of Merger Sub immediately prior to in effect at the Effective Time shall be the bylaws Bylaws of the Surviving CorporationCorporation until amended in accordance with applicable Law; 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 Merger Sub immediately prior to the Effective Time; and the officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are officers of the Company immediately prior to the Effective Time.

Certificate of Incorporation and Bylaws; Directors and Officers. At (a) The certificate of incorporation of the Surviving Corporation shall be amended and restated immediately after the Effective Time to conform to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time: (a) , except that the Certificate name of Incorporation of Merger Sub the Surviving Corporation shall be amended in the Merger to read in its entirety as set forth on Exhibit C hereof;"Jumptap, Inc.". (b) The bylaws of the Surviving Corporation shall be amended and restated immediately after the Effective Time to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation; andTime. (c) the The directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time; and the officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are officers of the Company immediately prior to the Effective Time.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) except as provided in Section 5.5(a), the Certificate certificate of Incorporation incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until amended in the Merger to read in its entirety accordance with applicable Legal Requirements (as set forth on Exhibit C hereofhereinafter defined); (b) The except as provided in Section 5.5(a), the bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation; andTime; (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 Merger Sub immediately prior to the Effective Time; and the officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are officers of the Company immediately prior to the Effective Time.

Certificate of Incorporation and Bylaws; Directors and Officers. At (a) The certificate of incorporation of the Surviving Corporation shall be amended and restated immediately after the Effective Time to conform to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time: (a) , except that the Certificate name of Incorporation of Merger Sub the Surviving Corporation shall be amended in the Merger to read in its entirety as set forth on Exhibit C hereof;“Metaresolver, Inc.”. (b) The bylaws of the Surviving Corporation shall be amended and restated immediately after the Effective Time to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation; andTime. (c) the The directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time; and the officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are officers of the Company immediately prior to the Effective Time.

Certificate of Incorporation and Bylaws; Directors and Officers. At Unless otherwise determined by Parent and the Company prior to the Effective Time: (a) the Certificate certificate of Incorporation of Merger Sub shall be amended in the Merger to read in its entirety as set forth on Exhibit C hereof; (b) The bylaws of Merger Sub immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation; and (c) the directors incorporation of the Surviving Corporation in effect immediately after the Effective Time shall be the respective individuals who are directors certificate of incorporation of Merger Sub immediately prior to the Effective Time, except that the name of the corporation set forth therein shall be changed to the name of the Company; (b) the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (c) the directors and the officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are officers of the Company immediately prior to the Effective Time.identified on Exhibit H.

Certificate of Incorporation and Bylaws; Directors and Officers. At Unless otherwise determined by Parent and the Company prior to the Effective Time: (a) the Certificate certificate of Incorporation of Merger Sub shall be amended in the Merger to read in its entirety as set forth on Exhibit C hereof; (b) The bylaws of Merger Sub immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation; and (c) the directors incorporation of the Surviving Corporation in effect immediately after the Effective Time shall be the respective individuals who are directors certificate of incorporation of Merger Sub immediately prior to the Effective Time, except that the name of the corporation set forth therein shall be changed to the name of the Company; (b) the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (c) the directors and the officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are officers of the Company immediately identified by Parent in its sole discretion prior to the Effective Time.

Certificate of Incorporation and Bylaws; Directors and Officers. At Unless otherwise determined by Parent prior to the Effective Time: (a) the Certificate of Incorporation of Merger Sub the Surviving Corporation shall be the Certificate of Incorporation of the Company, as amended in and restated as of the Merger Effective Time to read in its entirety as set forth on conform to Exhibit C hereofB; (b) The bylaws the Bylaws of Merger Sub the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Purchaser as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving CorporationTime; and (c) the directors and officers 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; and the officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are officers of the Company Purchaser immediately prior to the Effective Time.

Certificate of Incorporation and Bylaws; Directors and Officers. At Unless otherwise determined by Parent and Indigo prior to the Effective Time: (a) the Certificate certificate of Incorporation of Merger Sub shall be amended in the Merger to read in its entirety as set forth on Exhibit C hereof; (b) The bylaws of Merger Sub immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation; and (c) the directors incorporation of the Surviving Corporation in effect immediately after the Effective Time shall be the respective individuals who are directors certificate of incorporation of Merger Sub immediately prior to the Effective Time; (b) the bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (c) the directors and officers of the Company shall resign and the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of the Company Merger Sub immediately prior to the Effective Time.

Certificate of Incorporation and Bylaws; Directors and Officers. At the Effective Time: (a) the Amended and Restated Certificate of Incorporation of Merger Sub the Surviving Corporation shall be amended in the Merger so as to read in its entirety in the form attached hereto as set forth on Exhibit C hereofC; (b) The bylaws of Merger Sub immediately prior to the Effective Time shall be the bylaws Amended and Restated Bylaws of the Surviving CorporationCorporation shall be amended so as to read in their entirety in the form attached hereto as Exhibit D; 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 Merger Acquisition Sub immediately prior to the Effective Time; and the officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are officers of the Company immediately prior to the Effective Time.

Certificate of Incorporation and Bylaws; Directors and Officers. At Unless otherwise determined by Parent and the Company prior to the Effective Time: (a) the Certificate certificate of Incorporation of Merger Sub shall be amended in the Merger to read in its entirety as set forth on Exhibit C hereof; (b) The bylaws of Merger Sub immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation; and (c) the directors incorporation of the Surviving Corporation in effect immediately after the Effective Time shall be the respective individuals who are directors certificate of incorporation of Merger Sub immediately prior to the Effective Time; (b) the bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (c) the directors and officers of each Company Group Member shall resign and the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of the Company Merger Sub immediately prior to the Effective Time.

Certificate of Incorporation and Bylaws; Directors and Officers. At Unless otherwise determined by Parent and the Company prior to the Effective Time: (a) the Certificate of Incorporation of Merger Sub the Surviving Corporation shall be amended in and restated as of the Merger Effective Time to read in its entirety as set forth on conform to Exhibit C hereofC; (b) The bylaws the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving CorporationTime; and (c) 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; and the officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of the Company Merger Sub immediately prior to the Effective Time.