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

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (a) the certificate of incorporation of Company shall be amended so as to read in its entirety as set forth on Exhibit B hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation and (b) the bylaws of the Surviving Corporation shall be amended to read in their entirety as the bylaws of Merger Sub immediately prior to the execution of this Agreement (provided that the name of Merger Sub shall be replaced with the name of the Surviving Corporation).

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (a) the certificate Certificate of incorporation of Company shall be amended so as to read in its entirety as set forth on Exhibit B hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation Incorporation and (b) the bylaws Bylaws of the Surviving Corporation shall be amended to read in their entirety as be substantially identical to the bylaws Certificate of Incorporation and Bylaws, respectively, of Merger Sub as in effect immediately prior to the execution of this Agreement (Effective Time, in each case until duly amended in accordance with applicable law; provided that the name of Merger Sub shall be replaced with the name of the Surviving Corporation)Corporation as set forth in its Certificate of Incorporation shall be changed to a new name to be determined by Merger Sub prior to the Effective Time.

Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) At the Effective Time, (a) the certificate of incorporation of Company shall the Surviving Corporation shall, by virtue of the Merger, be amended so as to read in its entirety in the form attached hereto as Exhibit H, until thereafter amended in accordance with the provisions thereof and hereof and applicable Law, in each case consistent with the obligations set forth on Exhibit B hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation and (b) the bylaws of the Surviving Corporation shall be amended to read in their entirety as the bylaws of Merger Sub immediately prior to the execution of this Agreement (provided that the name of Merger Sub shall be replaced with the name of the Surviving Corporation)Section 5.9.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At (a) As of the Effective Time, (a) the certificate of incorporation of the Company as the Surviving Corporation shall be amended so as and restated to read the same as the certificate of incorporation of Merger Sub as in its entirety effect immediately prior to the Effective Time, until thereafter further amended in accordance with the DGCL and as set forth on Exhibit B heretoprovided in such amended and restated certificate of incorporation, and, as so amended, shall be except that ARTICLE I of the certificate of incorporation of the Surviving Corporation and (b) the bylaws of the Surviving Corporation shall be amended and restated in its entirety to read in their entirety as the bylaws of Merger Sub immediately prior to the execution follows: “The name of this Agreement (provided that the name of Merger Sub shall be replaced with the name of the Surviving Corporation).corporation is X-Body, Inc.”

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (a) each of the certificate of incorporation of Company shall be amended so as to read in its entirety as set forth on Exhibit B hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation and (b) the bylaws of the Surviving Corporation shall be amended in its entirety to read in their entirety as the bylaws certificate of incorporation and bylaws, respectively, of Merger Sub as in effect immediately prior to the execution of this Agreement Effective Time, until thereafter amended as provided therein and by applicable Law, in each case except to the extent necessary to (provided a) comply with Section 6.4 and (b) reflect that the name of Merger Sub shall be replaced with the name of the Surviving Corporation)Corporation shall be Zhongpin Inc. until thereafter amended as provided therein and by applicable Law.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (a) the certificate of incorporation of Company shall be amended so as to read in its entirety as set forth on Exhibit B hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation and (b) the bylaws of the Surviving Corporation shall be amended to read and restated in their entirety as in the bylaws form of the certificate of incorporation and bylaws, respectively, of Merger Sub as in effect immediately prior to the execution of this Agreement (provided that the name of Merger Sub Effective Time, and as amended shall be replaced with the name certificate of incorporation and bylaws, respectively, of the Surviving Corporation)Corporation until thereafter amended as provided therein and under the DGCL.

Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) At the Effective Time, (a) the certificate of incorporation of the Company shall be amended so as of the Effective Time to read in its entirety in the form of the certificate of incorporation attached hereto as set forth on Exhibit B heretoAnnex B, and, as so amended, shall be become the certificate of incorporation of the Surviving Corporation and (b) until thereafter amended in accordance with the bylaws applicable provisions of the Surviving Corporation DGCL and such certificate of incorporation; provided that any such amendment shall be amended to read in their entirety as the bylaws of Merger Sub immediately prior subject to the execution provisions of this Agreement (provided that the name of Merger Sub shall be replaced with the name of the Surviving Corporation)Section 7.2.

Certificate of Incorporation and Bylaws of the Surviving Corporation. (i) At the Effective Time, (a) the certificate of incorporation of Company shall be amended so as to read in its entirety as set forth on Exhibit B hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation and (b) the bylaws of the Surviving Corporation shall be amended to read and restated so that it reads in their its entirety the same as the bylaws certificate of incorporation of Merger Sub Inc. as in effect immediately prior to the execution of this Agreement Effective Time (provided except that the name of all references therein to Merger Sub Inc. shall be replaced with the name of automatically amended to become references to the Surviving Corporation), until thereafter changed or amended as provided therein, subject to Section 5.8(b), or by applicable Law.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (a) the certificate of incorporation of Company the Company, as in effect immediately prior to the Effective Time, shall be amended so and restated as of the Effective Time to read be in its entirety the form of the certificate of incorporation attached hereto as set forth on Exhibit B heretoA, and, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation Corporation, and (b) the bylaws of Merger Sub in effect at the Effective Time shall be the bylaws of the Surviving Corporation shall be until thereafter amended as provided therein or by applicable Law (and subject to read in their entirety as the bylaws of Merger Sub immediately prior to the execution of this Agreement (provided that the name of Merger Sub shall be replaced with the name of the Surviving CorporationSection 5.8 hereof).

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (a) the certificate of incorporation of the Company shall be amended so as and restated to read in its entirety as set forth on Exhibit B heretobe identical to the certificate of incorporation of Merger Sub immediately prior to the Effective Time, and, and as so amended, shall be the certificate of incorporation of the Surviving Corporation and (b) Corporation, until thereafter amended in accordance with applicable law. At the Effective Time, the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation shall be Corporation, until thereafter amended to read in their entirety as the bylaws of Merger Sub immediately prior to the execution of this Agreement (provided that the name of Merger Sub shall be replaced accordance with the name of the Surviving Corporation)applicable law.

Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) At the Effective Time, (a) the certificate of incorporation of Company shall be amended so as to read in its entirety as set forth on Exhibit B hereto, and, as so amended, shall be Time the certificate of incorporation of the Surviving Corporation and (b) the bylaws of the Surviving Corporation shall be amended and restated in its entirety so that such certificate of incorporation is identical to read in their entirety as the bylaws certificate of incorporation of Merger Sub immediately prior to the execution of this Agreement Effective Time, except that (provided that the name of Merger Sub shall be replaced with i) the name of the Surviving Corporation)corporation set forth therein shall be changed to the name of the Company, (ii) the identity of the incorporator shall be deleted, and (iii) any necessary amendments shall be made to reflect the provisions of Section 5.8.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (a) the certificate The Certificate of incorporation of Company shall be amended so as to read in its entirety as set forth on Exhibit B hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation and (b) the bylaws Incorporation of the Surviving Corporation shall be amended at the Effective Time as provided in Exhibit A to read in their entirety the Certificate of Merger until amended as provided by Law and the bylaws of Merger Acquisition Sub immediately prior to in effect at the execution of this Agreement (provided that the name of Merger Sub Effective Time shall be replaced with the name bylaws of the Surviving Corporation)Corporation until amended as provided by Law.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (a) the certificate The Certificate of incorporation of Company shall be amended so as to read in its entirety as set forth on Exhibit B hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation and (b) the bylaws Incorporation of the Surviving Corporation shall be amended and restated at the Effective Time to read in their entirety the same as the bylaws certificate of incorporation of Merger Sub as in effect immediately prior to the execution of this Agreement Effective Time (provided except that the name of Merger Sub shall be replaced with the name of the Surviving CorporationCorporation shall be changed to ModeX Therapeutics, Inc.), and as so amended and restated, such Certificate of Incorporation shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (a) the Company’s certificate of incorporation of Company shall be amended so as to read in its entirety and restated as set forth on in Exhibit B heretoB, and, and as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with the provisions thereof and (b) applicable law. From and after the Effective Time, the bylaws of the Surviving Corporation shall be amended to read in their entirety as the bylaws of Merger Sub immediately prior to the execution of this Agreement (provided that the name of Merger Sub shall be replaced Company, until amended in accordance with the name of the Surviving Corporation)provisions thereof.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (a) the The certificate of incorporation of Company shall be amended so as to read in its entirety as set forth on Exhibit B hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation and (b) the bylaws of the Surviving Corporation shall be amended at the Effective Time to read in their entirety as the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the execution of this Agreement Effective Time (provided that the name of Merger Sub shall be replaced with except as to the name of the Surviving Corporation, which shall be “Xxxx Corporation”), and as so amended shall be the certificate of incorporation and bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At (a) Subject to the requirements of Section 5.06, at the Effective Time, (a) the certificate of incorporation of Company the Surviving Corporation shall be amended so as to read and restated in its entirety to read as set forth on Exhibit B heretothe certificate of incorporation of Merger Sub, except that the name of the Surviving Corporation shall not be amended and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation and (b) the bylaws of the Surviving Corporation shall be until thereafter further amended to read in their entirety as the bylaws of Merger Sub immediately prior to the execution of this Agreement (provided that the name of Merger Sub shall be replaced with the name of the Surviving Corporation)therein or by applicable Law.

Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) At the Effective Time, (a) the certificate of incorporation of the Company shall be amended so as to read in its entirety as set forth on Exhibit B hereto, and, as so amended, shall be the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, and as so amended shall be the Certificate of Incorporation of the Surviving Corporation Corporation, until duly amended in accordance with applicable Law and (b) the bylaws Surviving Corporation’s certificate of incorporation and bylaws; provided that the name of the Surviving Corporation shall be amended to read in their entirety as the bylaws of Merger Sub immediately prior to the execution of this Agreement (provided that the name of Merger Sub shall be replaced with the name of the Surviving Corporation).“Allion Healthcare, Inc.”