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

Certificate of Incorporation and Bylaws; Directors. At the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall, by virtue of the Merger, be amended and restated in its entirety as of the Effective Time to read as set forth on Exhibit A hereto, and, as so amended and restated shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with its terms and as provided by Law; (b) Parent shall take such action necessary to change the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, to be the bylaws of the Surviving Corporation, except as to the name of the Surviving Corporation, which shall be “Hill International, Inc.”, until thereafter amended as provided by Law, the certificate of incorporation of the Surviving Corporation and such bylaws; and (c) the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected, designated or qualified.

Certificate of Incorporation and Bylaws; Directors. At the Effective Time, unless otherwise jointly determined by Parent and the Company prior to the Effective Time: (a) the certificate of incorporation of the Surviving Corporation shall, by virtue of the Merger, Company shall be amended and restated in its entirety as of the Effective Time to read as set forth on Exhibit A hereto, and, as so amended and restated shall be identical to the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with its terms and as provided by Law; (b) Parent shall take such action necessary to change the bylaws of Merger Sub, Acquisition Sub as in effect immediately prior to the Effective Time, to be the bylaws of the Surviving Corporation, except as to that the name of the Surviving Corporation, which Corporation shall be “Hill InternationalPlanet Payment, Inc.”” and subject to Section 6.9, until thereafter and as so amended as provided by Law, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable Law; (b) the Bylaws of the Company shall be amended and such bylawsrestated in their entirety to be identical to the Bylaws of the Acquisition Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Planet Payment, Inc.” and subject to Section 6.9, and as so amended shall be the bylaws of the Surviving Corporation until, subject to Section 6.9, amended in accordance with applicable Law; and (c) from and after the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with applicable Law, (i) the directors of Merger Acquisition Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected, designated or qualified.

Certificate of Incorporation and Bylaws; Directors. At the Effective Time, unless otherwise jointly determined by Parent and the Company prior to the Effective Time: (a) the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall, by virtue of the Merger, shall be amended and restated in its entirety as of the Effective Time to read as set forth on Exhibit A hereto, and, as so amended and restated shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation, until thereafter amended in accordance with its terms and as provided by Lawin the DGCL; (b) Parent the Bylaws of the Surviving Corporation shall take such action necessary be amended and restated as of the Effective Time to change the bylaws of Merger Subread as set forth on Exhibit B hereto, and, as in effect immediately prior to the Effective Time, to so amended and restated shall be the bylaws Bylaws of the Surviving Corporation, except as to the name of the Surviving Corporation, which shall be “Hill International, Inc.”, until thereafter amended in accordance with its terms and as provided by Law, in the certificate of incorporation of the Surviving Corporation and such bylawsDGCL; and (c) the Parties shall take all requisite action such that, from and after the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with applicable Law, (i) the directors of Merger Acquisition Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected, designated or qualified.

Certificate of Incorporation and Bylaws; Directors. At the Effective Time, unless otherwise jointly determined by Parent and the Company prior to the Effective Time: (a) the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall, by virtue of the Merger, shall be amended and restated in its entirety as of the Effective Time to read as set forth on Exhibit A hereto, and, as so amended and restated shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation, until thereafter amended in accordance with its terms and as provided by Lawin the DGCL (subject to Section 6.9(b)); (b) Parent the Bylaws of the Surviving Corporation shall take such action necessary be amended and restated as of the Effective Time to change the bylaws of Merger Subread as set forth on Exhibit B hereto, and, as in effect immediately prior to the Effective Time, to so amended and restated shall be the bylaws Bylaws of the Surviving Corporation, except as to the name of the Surviving Corporation, which shall be “Hill International, Inc.”, until thereafter amended in accordance with its terms and as provided by Law, in the certificate of incorporation of the Surviving Corporation and such bylawsDGCL (subject to Section 6.9(b)); and (ci) the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected, designated elected or qualifiedappointed and qualified in accordance with applicable Law.

Certificate of Incorporation and Bylaws; Directors. At the Effective Time, unless otherwise jointly determined by Parent and the Company prior to the Effective Time: (a) the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall, by virtue of the Merger, shall be amended and restated in its entirety as of the Effective Time to read as set forth on Exhibit A hereto, and, as so amended and restated shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation, until thereafter amended in accordance with its terms and as provided by Lawin the DGCL (subject to Section 6.9(b)); (b) Parent the Bylaws of the Surviving Corporation shall take such action necessary be amended and restated as of the Effective Time to change the bylaws of Merger Subread as set forth on Exhibit B hereto, and, as in effect immediately prior to the Effective Time, to so amended and restated shall be the bylaws Bylaws of the Surviving Corporation, except as to the name of the Surviving Corporation, which shall be “Hill International, Inc.”, until thereafter amended in accordance with its terms and as provided by Law, in the certificate DGCL (subject to Section 6.9(b)); and Table of incorporation of the Surviving Corporation and such bylaws; and Contents (c) (i) the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected, designated elected or qualifiedappointed and qualified in accordance with applicable Law.

Certificate of Incorporation and Bylaws; Directors. At the Effective Time, unless otherwise jointly determined by Parent and the Company prior to the Effective Time: (a) the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall, by virtue of the Merger, shall be amended and restated in its entirety as of the Effective Time to read as set forth on Exhibit A hereto, and, as so amended and restated shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation, until thereafter amended in accordance with its terms and as provided by Lawin the DGCL; (b) Parent the Bylaws of the Surviving Corporation shall take such action necessary be amended and restated as of the Effective Time to change the bylaws of Merger Subread as set forth on Exhibit B hereto, and, as in effect immediately prior to the Effective Time, to so amended and restated shall be the bylaws Bylaws of the Surviving Corporation, except as to the name of the Surviving Corporation, which shall be “Hill International, Inc.”, until thereafter amended in accordance with its terms and as provided by Law, in the certificate of incorporation of the Surviving Corporation and such bylawsDGCL; and (c) the parties hereto shall take all requisite action such that, from and after the Effective Time, until the earlier of their death, resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with applicable Law, (i) the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected, designated or qualified.

Certificate of Incorporation and Bylaws; Directors. At the Effective Time, unless otherwise jointly determined by Parent and the Company prior to the Effective Time: (a) the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall, by virtue of the Merger, shall be amended and restated in its entirety as so that it is identical to the Certificate of the Effective Time to read as set forth on Exhibit A hereto, and, as so amended and restated shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with its terms and as provided by Law; (b) Parent shall take such action necessary to change the bylaws Incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time, to be except that (i) Article I of the bylaws Certificate of Incorporation of the Surviving CorporationCorporation shall be amended in its entirety to read as follows: “The name of the corporation is Chordiant Software, Inc.” and (ii) the Certificate of Incorporation of the Surviving Corporation shall comply with the provisions of Section 5.10(a); (b) the Bylaws of the Surviving Corporation shall be amended and restated so that it is identical to the Bylaws of Acquisition Sub as in effect immediately prior to the Effective Time, except as that (i) Article I of the Bylaws of the Surviving Corporation shall be amended to provide that the name of the Surviving Corporation, which Corporation shall be “Hill InternationalChordiant Software, Inc.”, until thereafter amended as provided by Law, Inc. and (ii) the certificate of incorporation Bylaws of the Surviving Corporation and such bylawsshall comply with the provisions of Section 5.10(a); and (c) the directors of Merger the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors of Acquisition Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected, designated or qualifiedTime.