Common use of Certificate of Incorporation; By-laws; Directors and Officers Clause in Contracts

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of Acquiror, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with the terms thereof and the DGCL. (b) The By-laws of Acquiror, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until amended in accordance with the terms thereof, the Certificate of Incorporation of the Surviving Corporation and the DGCL. (c) The directors of Acquiror immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation until a successor is elected or appointed and has qualified or until the earliest of such director's death, resignation, removal or disqualification, and the officers of Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified, or as otherwise provided in the By-laws of the Surviving Corporation.

Certificate of Incorporation; By-laws; Directors and Officers. (a) The At the Effective Time, the Certificate of Incorporation of AcquirorCompany, as in effect immediately prior to before the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation Corporation, until thereafter amended in accordance with the terms thereof as provided by law and the DGCLsuch Certificate of Incorporation. (b) The At the Effective Time, the By-laws Laws of AcquirorCompany, as in effect immediately prior to the Effective Time, shall be the By-laws Laws of the Surviving Corporation until thereafter amended in accordance with the terms thereofas provided by law, the Certificate of Incorporation of the Surviving Corporation and the DGCLsuch By-Laws. (c) The directors of Acquiror Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation until a successor is elected or appointed and has qualified or until the earliest of such director's death, resignation, removal or disqualification, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, permanent disability, resignation or as otherwise provided in the By-laws of the Surviving Corporationremoval.

Certificate of Incorporation; By-laws; Directors and Officers. (a) The At the Effective Time, the Certificate of Incorporation of AcquirorPurchaser, as in effect immediately prior to before the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter amended as provided by Law and such Certificate of Incorporation; provided, however, that Article FIRST of the Certificate of Incorporation of the Surviving Corporation until shall be amended in accordance with to provide that the terms thereof and the DGCL.Surviving Corporation shall be named "Tickets.com, Inc." (b) The At the Effective Time, the By-laws of AcquirorLaws xx Xxxxxxxer, as in effect immediately prior to the Effective Time, shall be the By-laws Laws of the Surviving Corporation until thereafter amended in accordance with the terms thereofas provided by Law, the Certificate of Incorporation of the Surviving Corporation and the DGCLsuch By-Laws. (c) The directors of Acquiror Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation until a successor is elected or appointed and has qualified or until the earliest of such director's death, resignation, removal or disqualification, and the officers of Company Purchaser immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualifiedqualified or until their earlier death, resignation or as otherwise provided in the By-laws of the Surviving Corporationremoval.