Common use of Certificate of Incorporation and Bylaws of Surviving Corporation Clause in Contracts

Certificate of Incorporation and Bylaws of Surviving Corporation. (a) At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated in its entirety in the form set forth as Annex I to EXHIBIT B to this Agreement, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation from and after the Effective Time until thereafter amended as provided by law and such certificate of incorporation and bylaws of the Surviving Corporation.

Certificate of Incorporation and Bylaws of Surviving Corporation. (a) At the Effective Time, the The certificate of incorporation of the Companyand bylaws, as in effect immediately prior to the Effective Time, of the corporation that continues in existence pursuant to Section 1.1 shall be amended and restated in its entirety in the form set forth as Annex I to EXHIBIT B to this Agreement, and, as so amended and restated, shall be the certificate of incorporation those of the Surviving Corporation from and after the Effective Time until thereafter changed or amended as provided therein or by law and such certificate of incorporation and bylaws of the Surviving Corporationapplicable law.

Certificate of Incorporation and Bylaws of Surviving Corporation. (a) At the Effective Time, the certificate of incorporation of the CompanySurviving Corporation, as in effect immediately prior to the Effective Time, shall be amended and restated in its entirety in as of the form set forth as Annex I Effective Time to EXHIBIT B conform to this Agreement, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation from and after Merger Subsidiary as in effect immediately prior to the Effective Time until thereafter amended as provided by law and such certificate of incorporation and bylaws of the Surviving Corporation.

Certificate of Incorporation and Bylaws of Surviving Corporation. (a) At Unless otherwise determined by the Parent prior to the Effective Time, at the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated in its entirety in the form set forth as Annex I 1 to EXHIBIT B to this AgreementExhibit C attached hereto, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation from and after the Effective Time until thereafter amended as provided by law and law, such certificate of incorporation and the bylaws of the Surviving Corporation.

Certificate of Incorporation and Bylaws of Surviving Corporation. (a) At Unless otherwise determined by the Effective Time, the certificate of incorporation of the Company, as in effect immediately Purchaser prior to the Effective Time, shall be amended and restated in its entirety in at the form set forth as Annex I to EXHIBIT B to this Agreement, and, as so amended and restated, shall be Effective Time (a) the certificate of incorporation of the Surviving Corporation from shall be amended and after restated in substantially the Effective Time until thereafter amended form attached hereto as provided by law Exhibit D; and such certificate of incorporation and (b) the bylaws of the Surviving Corporation.Corporation shall be amended and restated in substantially the form attached hereto as Exhibit E.

Certificate of Incorporation and Bylaws of Surviving Corporation. (a) At The Certificate of Incorporation of the Company in effect at the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated in its entirety in the form set forth as Annex I to EXHIBIT B to this Agreement, and, as so amended and restated, Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation from and after the Effective Time until thereafter amended as provided by law and such certificate Certificate of incorporation Incorporation and bylaws of the Surviving Corporation.; provided, however, that such Certificate of Incorporation shall be amended and restated in its entirety to read as set forth on Exhibit A hereto. ---------

Certificate of Incorporation and Bylaws of Surviving Corporation. (a) At the Effective Time, the certificate The Certificate of incorporation Incorporation (as defined in Section 8.10(d)) of the Company, Company as in effect immediately prior to the Effective Time, Time shall be amended and restated in its entirety substantially as provided in the form set forth as Annex I to EXHIBIT Exhibit B to this Agreementattached hereto, and, as so amended and restatedamended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation from and after the Effective Time until thereafter amended as provided by law and such certificate of incorporation and bylaws of the Surviving Corporationduly amended.

Certificate of Incorporation and Bylaws of Surviving Corporation. (a) At the Effective Time, the certificate of incorporation of the CompanySurviving Corporation, as in effect immediately prior to the Effective Time, shall be amended and restated in its entirety in as of the form set forth as Annex I Effective Time to EXHIBIT B conform to this Agreement, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation from and after Merger Sub as in effect immediately prior to the Effective Time until thereafter amended as provided by law and such certificate of incorporation and bylaws of the Surviving Corporation.

Certificate of Incorporation and Bylaws of Surviving Corporation. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective Time, Surviving Corporation shall be amended and restated in its entirety in the form set forth as Annex I to EXHIBIT on Exhibit B to this Agreementattached hereto, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation from and after the Effective Time until thereafter amended as provided therein or by law and such certificate of incorporation and bylaws applicable Law. At the Effective Time, the Bylaws of the Surviving CorporationCorporation shall be amended and restated in their entirety in the form set forth on Exhibit C attached hereto, until thereafter amended as provided therein or by applicable Law.

Certificate of Incorporation and Bylaws of Surviving Corporation. (a) At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated in its entirety in the form set forth as Annex I 1 to EXHIBIT B to this AgreementExhibit E attached hereto, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation from and after the Effective Time until thereafter amended as provided by law and law, such certificate of incorporation and bylaws of the Surviving Corporation.