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, the certificate of incorporation of the Company shall be amended so that it reads in its entirety as set forth on Exhibit A. From and after the Effective Time, the certificate of incorporation of the Company as so amended shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by Applicable Law. The bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation from and after the Effective Time until thereafter amended as provided therein, in the certificate of incorporation of the Surviving Corporation or by Applicable Law, except that the name of the corporation reflected therein shall be “TD Ameritrade Holding Corporation”.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the certificate Certificate of incorporation Incorporation of the Company Surviving Corporation shall be amended and restated so that it reads in its entirety as set forth on Exhibit A. From and after the Effective Time, the certificate of incorporation of the Company as so amended shall be the certificate same as the Certificate of incorporation 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 therein or by Applicable Law. The bylaws law and such Certificate of Merger Sub, Incorporation and (ii) the Bylaws of Sub as in effect immediately prior to the Effective Time, Time shall be the bylaws Bylaws of the Surviving Corporation from and after the Effective Time until thereafter amended as provided thereinby law, in the certificate Certificate of incorporation Incorporation of the Surviving Corporation or by Applicable Law, except that the name of the corporation reflected therein shall be “TD Ameritrade Holding Corporation”and such Bylaws.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, the (a) The certificate of incorporation of the Company shall be amended so that it reads and restated at the Effective Time to read in its entirety as set forth on in the form of Exhibit A. From and after the Effective TimeA and, the certificate of incorporation of the Company 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. The applicable law and (b) Parent and the Surviving Corporation shall cause the bylaws of Merger Sub, Sub as in effect immediately prior to the Effective Time, shall be Time to become the bylaws of the Surviving Corporation from and after (the Effective Time “Surviving Corporation Bylaws”), until thereafter amended as provided therein, in the certificate of incorporation of the Surviving Corporation therein or by Applicable Law, except that the name of the corporation reflected therein shall be “TD Ameritrade Holding Corporation”applicable law.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At As of the Effective Time, the certificate of incorporation by virtue of the Company shall be amended so that it reads in its entirety as set forth Merger and without any action on Exhibit A. From and after the Effective Timepart of Sub or the Company, the certificate of incorporation of the Company as so amended shall be the certificate of incorporation of the Surviving Corporation until thereafter shall be amended in its entirety to read as provided therein set forth on Exhibit A hereto. As of the Effective Time, by virtue of the Merger and without any action on the part of Sub or by Applicable Law. The the Company, the bylaws of Merger the Surviving Corporation shall be amended and restated to read the same as the bylaws of Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation from and after the Effective Time until thereafter changed or amended as provided therein, in the certificate of incorporation of the Surviving Corporation therein or by Applicable Lawapplicable law, except that the bylaws shall be amended to reflect that the name of the corporation reflected therein Surviving Corporation shall be “TD Ameritrade Holding CorporationGarden Fresh Restaurant Corp.”.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective TimeTime and by virtue of the Merger, the certificate of incorporation of the Company shall be amended so that it reads in its entirety as set forth on Exhibit A. A hereto. From and after the Effective Time, the certificate of incorporation of the Company as so amended shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by Applicable Law. The bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation from and after the Effective Time until thereafter amended as provided therein, in the certificate of incorporation of the Surviving Corporation or by Applicable Law, except that the name of the corporation reflected therein shall be “TD Ameritrade Holding CorporationE*TRADE FINANCIAL CORPORATION.”.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, the (a) The certificate of incorporation of Merger Sub, as in effect immediately prior to the Company shall be amended so that it reads in its entirety as set forth on Exhibit A. From and after the Merger Effective Time, the certificate of incorporation of the Company as so amended shall be the certificate of incorporation of the Surviving Corporation from and after the Merger Effective Time until thereafter amended as provided therein or by Applicable Law. The Law and (b) the bylaws of Merger Sub, as in effect immediately prior to the Merger Effective Time, shall be the bylaws of the Surviving Corporation from and after the Merger Effective Time until thereafter amended as provided therein, in the certificate of incorporation of the Surviving Corporation or by Applicable Law, except in each case that the name of the corporation reflected therein shall be “TD Ameritrade Holding Celgene Corporation”.

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 that it reads Merger Sub as in its entirety as set forth on Exhibit A. From and after effect immediately prior to the Effective Time, the certificate of incorporation of the Company as so amended Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided therein or by Applicable applicable Law. The , and (b) the bylaws of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the bylaws of the Surviving Corporation from and after the Effective Time until thereafter amended as provided thereinin accordance with the terms thereof, in the certificate of incorporation of the Surviving Corporation or as provided by Applicable applicable Law; provided, except that however, that, in each case, the name of the corporation reflected set forth therein shall be changed to “TD Ameritrade Holding CorporationWaitr Inc.”.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At Unless otherwise specified by Parent prior to the Effective Time, at the Effective Time, by virtue of the Merger, the certificate of incorporation and bylaws of the Company shall be amended so that it reads and restated to read in its entirety their entireties as set forth on Exhibit A. From and after the Effective Time, the certificate of incorporation of the Company as so amended shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by Applicable Law. The and bylaws of Merger Sub, as Sub in effect immediately prior to the Effective Time, and as so amended and restated shall be the certificate of incorporation and bylaws of the Surviving Corporation from and after the Effective Time until thereafter amended as provided therein, in the certificate of incorporation of the Surviving Corporation or by Applicable LawCorporation, except that the name of the corporation reflected therein Surviving Corporation shall be “TD Ameritrade Holding Corporation”Curiouser Products Inc.” Thereafter, the certificate of incorporation and bylaws of the Surviving Corporation may be amended in accordance with their respective terms and as provided by Applicable Law.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time and without any further action on the part of the Company or Merger Sub, (a) the Certificate of Incorporation, as in effect immediately prior to the Effective Time, shall be amended as a result of the Merger so as to read in its entirety in the form of the certificate of incorporation of Merger Sub, except that the Company name of the Surviving Corporation shall be amended so that it reads in its entirety as set forth on Exhibit A. From and after the Effective Time“Inventus Solutions, the certificate of incorporation of the Company Inc.” and, as so amended amended, shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter duly amended as provided therein or by Applicable applicable Law. The , and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation from and after the Effective Time until thereafter amended or changed as provided therein, in the certificate of incorporation of the Surviving Corporation or by Applicable applicable Law, except that the name of the corporation reflected therein shall be “TD Ameritrade Holding Corporation”.