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 and Bylaws of the Surviving Corporation shall be amended to be substantially identical to the Certificate of Incorporation and Bylaws, respectively, of Merger Sub as in effect immediately prior to the Effective Time, in each case until duly amended in accordance with applicable law; provided the name of the Surviving 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. At the Effective Time, the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation shall be amended to be substantially identical to and restated in their entirety in the Certificate form of Incorporation the certificate of incorporation and Bylawsbylaws, respectively, of Merger Sub as in effect immediately prior to the Effective Time, in each case until duly and as amended in accordance with applicable law; provided shall be the name certificate of incorporation and bylaws, respectively, of the Surviving Corporation until thereafter amended as set forth in its Certificate of Incorporation shall be changed to a new name to be determined by Merger Sub prior to provided therein and under the Effective TimeDGCL.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, and without any further action on the Certificate of Incorporation and Bylaws part of the Surviving Corporation Company or Merger Sub, the certificate of incorporation of the Company shall be amended to be substantially identical to the Certificate certificate of Incorporation and Bylaws, respectively, incorporation of Merger Sub as in effect immediately prior to the Effective TimeTime (except with respect to the name of the Company and the name and address of the incorporator) and, in each case as so amended, shall become the certificate of incorporation of the Surviving Corporation until duly thereafter amended in accordance with applicable its terms and as provided by law; provided the name of the Surviving 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. At From and after the Effective Time, : (a) the Certificate certificate of Incorporation and Bylaws incorporation of the Surviving Corporation shall be amended to be substantially identical to the Certificate of Incorporation and BylawsCorporation, respectively, of Merger Sub as in effect immediately prior to the Effective Time, in each case until duly shall be amended in accordance with applicable law; provided the name of the Surviving Corporation and restated as set forth in its the Certificate of Incorporation shall be changed to a new name to be determined by Merger, and (b) the bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law (and subject to Section 6.6 hereof).

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, the The Certificate of Incorporation and Bylaws of the Surviving Corporation shall be amended to be substantially identical at the Effective Time as provided in Exhibit A to the Certificate of Incorporation Merger until amended as provided by Law and Bylaws, respectively, the bylaws of Merger Acquisition Sub as in effect immediately prior to at the Effective Time, in each case until duly amended in accordance with applicable law; provided Time shall be the name bylaws of the Surviving Corporation until amended as set forth in its Certificate of Incorporation shall be changed to a new name to be determined provided by Merger Sub prior to the Effective TimeLaw.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, the Certificate certificate of Incorporation incorporation of the Company shall be amended and Bylaws restated to be identical to the certificate of incorporation of Merger Sub immediately prior to the Effective Time, and as so amended, shall be the certificate of incorporation of the Surviving Corporation shall be Corporation, until thereafter amended to be substantially identical to in accordance with applicable law. At the Certificate of Incorporation and BylawsEffective Time, respectively, the bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time, in each case shall be the bylaws of the Surviving Corporation, until duly thereafter amended in accordance with applicable law; provided the name of the Surviving 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. At the Effective Time, the Certificate The certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation shall by virtue of the Merger be amended to be substantially identical to the Certificate certificate of Incorporation incorporation and Bylaws, respectively, bylaws of Merger Sub as in effect immediately prior to the Effective Time, Time (in each case except that the name of the Surviving Corporation shall be “First Horizon Corporation”), until duly amended in accordance with the respective terms thereof and applicable law; provided the name of the Surviving 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. At the Effective Time, the Certificate of Incorporation and Bylaws of the Surviving Corporation shall be amended to be substantially identical to the Certificate of Incorporation and Bylaws, respectively, of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation shall be "New Energy Ventures, Inc." unless otherwise renamed NewEnergy, Inc. prior to the Effective Time), in each case until duly amended in accordance with applicable law; provided the name of the Surviving 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. At the Effective Time, the Certificate The certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation shall be amended at the Effective Time to be substantially identical to read as the Certificate certificate of Incorporation incorporation and Bylaws, respectively, bylaws of Merger Sub as in effect immediately prior to the Effective Time, in each case until duly amended in accordance with applicable law; provided Time (except as to the name of the Surviving Corporation as set forth in its Certificate of Incorporation Corporation, which shall be changed to a new name to “Xxxx Corporation”), and as so amended shall be determined the certificate of incorporation and bylaws of the Surviving Corporation until thereafter amended as provided therein or by Merger Sub prior to the Effective Timeapplicable Law.