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 Acquirer and the Company prior to the Effective Time: (i) the certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to read as set forth in the Certificate of Merger, until thereafter amended as provided by the DGCL; (ii) the Company shall take all actions necessary to cause the bylaws of the Company to be amended and restated as of the Effective Time to be identical (other than as to name) to the bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (iii) the Company shall take all actions necessary to cause the directors and officers of Merger Sub immediately prior to the Effective Time to be the only directors and officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Acquirer and the Company Parent prior to the Effective Time: (ia) the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to read as set forth in the Certificate of Merger, until thereafter amended as provided by the DGCLconform to Exhibit B; (iib) the Company shall take all actions necessary to cause the bylaws Bylaws of the Company to Surviving Corporation shall be amended and restated as of the Effective Time to be identical (other than as to name) conform to the bylaws Bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (iiic) the Company shall take all actions necessary to cause directors of Merger Sub and the directors and officers of Merger Sub immediately prior to the Effective Time to shall be the only directors and officers officers, respectively, of the Surviving Corporation immediately after the Effective Time until their respective successors are shall have been duly elected elected, designated or appointed and qualified qualified, or until their earlier death, resignation or removal in accordance with the certificate Certificate of incorporation Incorporation and bylaws Bylaws of the Surviving Corporation. The Company shall use commercially reasonable efforts to cause each director of the Company immediately prior to the Effective Time to execute and deliver a letter effectuating his or her resignation as a member of the Board of Directors of the Company to be effective as of the Effective Time.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Acquirer and the Company prior to the Effective Time: (i) the certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to read as set forth in the Certificate of Merger, Merger until thereafter amended as provided by the DGCL; (ii) the Company shall take all actions necessary to cause the bylaws of the Company to be amended and restated as of the Effective Time to be identical (other than as to name) to the bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (iii) the Company shall take all actions necessary to cause the directors and officers of Merger Sub immediately prior to the Effective Time to be the only directors and officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Acquirer and the Company prior to the Effective Time: (i) the certificate of incorporation of the Surviving Corporation shall be amended and restated Merger Sub as of in effect immediately prior to the Effective Time to read as set forth in shall, by virtue of the Certificate Merger and without any further action, be the certificate of Mergerincorporation of the Surviving Corporation, until thereafter amended as provided by the DGCL; (ii) the Company shall take all actions necessary to cause the bylaws of the Company to be amended and restated as of the Effective Time to be identical (other than as to name) to the bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (iii) the Company shall take all actions necessary to cause the directors and officers of Merger Sub immediately prior to the Effective Time to be the only directors and officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Acquirer and the Company prior to the Effective Time: (i) the certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to read conform to the certificate of incorporation of Merger Sub as set forth in effect immediately prior to the Certificate Effective Time, except that the name of Merger, until thereafter amended the Surviving Corporation shall be changed to the name of the Company as provided by of the DGCLAgreement Date; (ii) the Company shall take all actions necessary to cause the bylaws of the Company to be amended and restated as of the Effective Time to be identical (other than as to name) to the bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (iii) the Company shall take all actions necessary to cause the directors and officers of Merger Sub immediately prior to the Effective Time to be the only directors and officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Acquirer and the Company prior to the Effective Time: (i) the certificate of incorporation of the Surviving Corporation Company shall be amended and restated as of the Effective Time to read as set forth in the Certificate of Merger, until thereafter amended as provided by the DGCL; (ii) the Company shall take all actions necessary to cause the bylaws of the Company to be amended and restated as of the Effective Time to be identical (other than as to name) to the bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (iii) the Company shall take all actions necessary to cause the directors and officers of Merger Sub immediately prior to the Effective Time to shall be the only directors and officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Acquirer and the Company prior to At the Effective Time: (ia) Subject to Section 6.5, the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to read as set forth in the Certificate of Mergerconform to Exhibit B, until thereafter changed or amended as provided therein or by the DGCLapplicable Legal Requirements; (iib) Subject to Section 6.5, the Company shall take all actions necessary to cause the bylaws Bylaws of the Company to Surviving Corporation shall be amended and restated as of the Effective Time to be identical (other than as to name) conform to the bylaws of Merger Sub Purchaser as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable Legal Requirements; and (iiic) the Company shall take all actions necessary to cause the directors and officers of Merger Sub immediately prior to the Effective Time to be the only The directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are designated as directors and officers on Part 2.4(c) of the Company Disclosure Schedule and shall hold office until their respective successors are duly elected and qualified, or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporationremoval.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Acquirer and the Company prior to the Effective Time: (i) the certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to read as set forth in the Certificate of MergerMerger subject to Section 5.18(a), until thereafter amended as provided by the DGCL; (ii) the Company shall take all actions necessary to cause the bylaws of the Company Bylaws to be amended and restated as of the Effective Time to be identical (other than as to name) to the bylaws of Merger Sub as in effect immediately prior to the Effective TimeTime subject to Section 5.18(a); and (iii) the Company shall take all actions necessary to cause the directors and officers of Merger Sub immediately prior to the Effective Time to be the only directors and officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined agreed to by Acquirer and the Company and Parent prior to the Effective Time: (ia) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety to be identical to the certificate of incorporation of Purchaser, as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be Borderfree, Inc.; (b) the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to read as set forth in the Certificate of Merger, until thereafter amended as provided by the DGCL; (ii) the Company shall take all actions necessary to cause the bylaws of the Company to be amended and restated as of the Effective Time to be identical (other than as to name) conform to the bylaws 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 Borderfree, Inc.; and (iiic) the Company shall take all actions necessary to cause the directors From and officers of Merger Sub immediately prior to the Effective Time to be the only directors and officers of the Surviving Corporation immediately after the Effective Time Time, until their respective successors are duly elected or appointed and qualified or until their the earlier death, of resignation or removal in accordance with of such director or officer, (i) the certificate directors of incorporation Purchaser immediately prior to the Effective Time shall be the directors of the Surviving Corporation and bylaws (ii) the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Acquirer Castlight and the Company Jiff prior to the Effective Time: (i) the certificate of incorporation of the Surviving Corporation Entity shall be amended and restated as of the Effective Time to read as set forth in the Certificate of Merger, until thereafter amended as provided by the DGCL; (ii) the Company Jiff shall take all actions necessary to cause the bylaws of the Company Jiff to be amended and restated as of the Effective Time to be identical (other than as to name) to the bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (iii) the Company Jiff shall take all actions necessary to cause the directors and officers of Merger Sub immediately prior to the Effective Time to be the only directors and officers of the Surviving Corporation Entity immediately after the Effective Time until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving CorporationEntity.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Acquirer Parent and the Company prior to the Effective Time: (i) the certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to read as set forth in the Certificate of Merger, until thereafter amended as provided by the DGCL; (ii) the Company shall take all actions necessary to cause the bylaws of the Company to be amended and restated as of the Effective Time to be identical (other than as to name) to the bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (iii) the Company shall take all actions necessary to cause the directors and officers of Merger Sub immediately prior to the Effective Time to be the only directors and officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Acquirer and the Company prior to the Effective Time: (i) the The certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to read conform to the certificate of incorporation of Merger Sub as set forth in effect immediately prior to the Certificate of Merger, Effective Time until thereafter amended as provided by in accordance with the DGCL;, except that the certificate of incorporation shall be amended to change the name of the Surviving Corporation to “ACell, Inc.”. (ii) the Company shall take all actions necessary to cause the The bylaws of the Company to Surviving Corporation shall be amended and restated immediately as of the Effective Time to be identical (other than as to name) conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time; andTime until amended in accordance with the DGCL. (iii) The directors and officers of the Company Surviving Corporation as of the Effective Time shall take all actions necessary to cause be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time to be Time, until the only directors and officers earlier of the Surviving Corporation immediately after the Effective Time their removal or resignation or until their respective successors are duly elected or appointed and qualified or until their earlier deathqualified, resignation or removal in accordance with as the certificate of incorporation and bylaws of the Surviving Corporationcase may be.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Acquirer and the Company prior to the Effective Time: (ia) the The certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to read as set forth in its entirety in the Certificate form of Mergerthe certificate of incorporation attached hereto as Exhibit H, and, as so amended, shall become the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by the DGCL;in accordance with Delaware Law. (iib) the Company shall take all actions necessary to cause the The bylaws of the Company to Surviving Corporation shall be amended and restated immediately as of the Effective Time to be identical (other than as to name) conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time; and Time (iii) except that all references to the Company shall take all actions necessary to cause the directors and officers name of Merger Sub immediately prior shall be changed to refer to the Effective Time to be name of the only Company) until thereafter amended in accordance with Delaware Law. (c) The directors and officers of the Surviving Corporation immediately after as of the Effective Time shall be the respective individuals who are directors and officers of Xxxxxx Sub immediately prior to the Effective Time, until the earlier of their removal or resignation or until their respective successors are duly elected or appointed and qualified or until their earlier deathqualified, resignation or removal in accordance with as the certificate of incorporation and bylaws of the Surviving Corporationcase may be.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Acquirer and the Company prior to the Effective TimeTime and subject to Section 5.16: (i) the certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to read as set forth in the Certificate of Merger, until thereafter amended as provided by the DGCL; (ii) the Company shall take all actions necessary to cause the bylaws of the Company Bylaws to be amended and restated as of the Effective Time to be identical (other than as to name) to the bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (iii) the Company shall take all actions necessary to cause the directors and officers of Merger Sub immediately prior to the Effective Time to be the only directors and officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Acquirer and the Company prior to the Effective Time: (i) the certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to read as set forth in the Certificate of Merger, until thereafter amended as provided by the DGCL; (ii) the Company shall take all actions necessary to cause the bylaws of the Company Surviving Corporation to be amended and restated as of the Effective Time to be identical (other than as to name) to the bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (iii) the Company shall take all actions necessary to cause the directors and officers of Merger Sub immediately prior to the Effective Time to be the only directors and officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Acquirer and the Company prior to At the Effective Time: (ia) the certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to read as set forth in the Certificate of Merger, until thereafter amended as provided by the DGCLconform to Exhibit A; (iib) the Company shall take all actions necessary to cause the bylaws of the Company to Surviving Corporation shall be amended and restated as of the Effective Time to be identical (other than so as to name) to read in their entirety as the bylaws by-laws of Merger Sub Purchaser as in effect immediately prior to the Effective Time; and, except the references to Purchaser’s name shall be replaced by references to “Five Prime Therapeutics, Inc.”; (iiic) the Company directors of the Surviving Corporation shall take all actions necessary to cause be the respective individuals who served as the directors and officers of Merger Sub Purchaser as of immediately prior to the Effective Time to be the only directors and officers of the Surviving Corporation immediately after the Effective Time Time, until their respective successors are duly elected and qualified, or appointed and qualified or until their earlier death, resignation or removal in accordance with removal; and (d) the certificate of incorporation and bylaws officers of the Surviving CorporationCorporation shall be the respective individuals who served as the officers 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.