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

Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time shall be amended in its entirety as provided in Exhibit B attached hereto, and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation until duly amended. (b) The Bylaws of the Company as in effect immediately prior to the Effective Time shall be amended in its entirety as provided in Exhibit C attached hereto, and, as so amended, shall be the Bylaws of the Surviving Corporation until duly amended.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (ai) The the Certificate of Incorporation of the Company Surviving Corporation shall be amended and restated so that it shall be the same as the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time and it shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation and (ii) the Bylaws of Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended in its entirety as provided in Exhibit B attached heretoby law, and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation until duly amendedand such Bylaws. (b) The Bylaws of the Company as in effect immediately prior to the Effective Time shall be amended in its entirety as provided in Exhibit C attached hereto, and, as so amended, shall be the Bylaws of the Surviving Corporation until duly amended.

Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The Certificate certificate of Incorporation incorporation of the Company shall be amended and restated at the Effective Time to read in its entirety as set forth in the form of Exhibit A and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation (the “Surviving Corporation Charter”) until thereafter amended as provided therein or by applicable law and (b) Parent and the Surviving Corporation shall cause the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be amended in its entirety as provided in Exhibit B attached hereto, and, as so amended, shall be to become the Certificate of Incorporation bylaws of the Surviving Corporation (the “Surviving Corporation Bylaws”), until duly amended. (b) The Bylaws of the Company as in effect immediately prior to the Effective Time shall be thereafter amended in its entirety as provided in Exhibit C attached hereto, and, as so amended, shall be the Bylaws of the Surviving Corporation until duly amendedtherein or by applicable law.

Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The Certificate certificate of Incorporation incorporation of the Company shall be amended and restated at the Effective Time to read in its entirety as set forth in the form of Exhibit A and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation (the “Surviving Corporation Charter”) until thereafter amended as provided therein or by applicable law and (b) Parent and the Surviving Corporation shall cause the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall be amended in its entirety as provided in Exhibit B attached hereto, and, as so amended, shall be to become the Certificate of Incorporation by-laws of the Surviving Corporation (the “Surviving Corporation By-Laws”), until duly amended. (b) The Bylaws of the Company as in effect immediately prior to the Effective Time shall be thereafter amended in its entirety as provided in Exhibit C attached hereto, and, as so amended, shall be the Bylaws of the Surviving Corporation until duly amendedtherein or by applicable law.

Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The Certificate certificate of Incorporation incorporation of the Company shall be amended and restated at the Effective Time to read in its entirety as set forth in the form of Exhibit B and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation (the “Surviving Corporation Charter”) until thereafter amended as provided therein or by applicable law and Parent and the Surviving Corporation shall cause the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be amended in its entirety as provided in Exhibit B attached hereto, and, as so amended, shall be to become the Certificate of Incorporation by-laws of the Surviving Corporation (the “Surviving Corporation By-Laws”), until duly amended. (b) The Bylaws of the Company as in effect immediately prior to the Effective Time shall be thereafter amended in its entirety as provided in Exhibit C attached hereto, and, as so amended, shall be the Bylaws of the Surviving Corporation until duly amendedtherein or by applicable law.

Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The Certificate certificate of Incorporation incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall at the Effective Time shall be amended and restated in its entirety full to read as set forth in Exhibit A and shall thereafter be the certificate of incorporation of the Surviving Corporation, until thereafter amended as provided in Exhibit B attached hereto, and, as so amended, shall be the Certificate by Law and such certificate of Incorporation incorporation. The bylaws of the Surviving Corporation until duly amended. (b) The Bylaws shall, as of the Company Effective Time, be amended and restated in their entirety to be the same as the bylaws of Merger Sub, as in effect immediately prior to the Effective Time shall be Time, until thereafter amended in its entirety as provided in Exhibit C attached heretoby Law, and, as so amended, shall be the Bylaws certificate of incorporation of the Surviving Corporation until duly amendedand such bylaws.

Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The Certificate certificate of Incorporation incorporation of the Company shall be amended and restated at the Effective Time to read in its entirety as set forth in the form of Exhibit A and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation (the “Surviving Corporation Charter”) until thereafter amended as provided therein or by applicable law and (b) Parent and the Surviving Corporation shall cause the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall be amended in its entirety as provided in Exhibit B attached hereto, and, as so amended, shall be to become the Certificate of Incorporation by-laws of the Surviving Corporation (the “Surviving Corporation By-Laws”), until duly amended. (b) The Bylaws of the Company as in effect immediately prior to the Effective Time shall be thereafter amended in its entirety as provided in Exhibit C attached hereto, and, as so amended, shall be the Bylaws of the Surviving Corporation until duly amendedtherein or by applicable law.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (a) The the Company Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time shall be amended in its entirety and restated as provided set forth in Exhibit B attached hereto, A and, as so amendedamended and restated, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation (the “Surviving Corporation Certificate of Incorporation”), until thereafter duly amended. amended as provided therein and by applicable Law, and (b) The Bylaws of the Company as in effect immediately prior to the Effective Time Bylaws shall be amended in its entirety and restated as provided set forth in Exhibit C attached hereto, B and, as so amendedamended and restated, shall be the Bylaws bylaws of the Surviving Corporation (the “Surviving Corporation Bylaws”), until thereafter duly amendedamended as provided therein and by applicable Law.