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 Company’s 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, 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 “Arrowhead General Insurance Agency SuperHolding Corporation” as the name of the Surviving Corporation. The Bylaws of Merger 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.

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 Company’s 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, 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 “Arrowhead General Insurance Agency SuperHolding CorporationNew Star International Holdings, Inc.” as the name of the Surviving Corporation. The Bylaws of Merger 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.

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 Company’s 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, 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 “Arrowhead General Insurance Agency SuperHolding CorporationThe NTI Group, Inc.” as the name of the Surviving Corporation. The Bylaws of Merger 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.

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 Company’s 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, 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 “Arrowhead General Insurance Agency SuperHolding "Xxxxx Xxxxxxxxx Corporation” " as the name of the Surviving Corporation. The Bylaws of Merger 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.

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 and Sub, the Company’s Certificate certificate of Incorporation incorporation of the Company 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, 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 “Arrowhead General Insurance Agency SuperHolding Corporation” "Intelliquest Information Group, Inc." as the name of the Surviving Corporation. The Bylaws of Merger 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.

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 Company’s Certificate of Incorporation of the Surviving Corporation 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, 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 “Arrowhead General Insurance Agency SuperHolding Corporation” Cyota, Inc. as the name of the Surviving Corporation. The Bylaws of Merger 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.

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 Company’s 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, 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 “Arrowhead General Insurance Agency SuperHolding Corporation” "NEN Life Sciences, Inc." as the name of the Surviving Corporation. The Bylaws of Merger 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.

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 Company’s 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 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 “Arrowhead General Insurance Agency SuperHolding Premier Nutrition Corporation” as the name of the Surviving Corporation. The Bylaws bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws 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.

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 Company’s 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, 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 “Arrowhead General Insurance Agency SuperHolding Corporation[•]” as the name of the Surviving Corporation. The Bylaws of Merger 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.