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

Certificate of Incorporation; By-laws; Directors and Officers. (a) Unless otherwise determined by the Purchaser before the Effective Time, at the Effective Time the Certificate of Incorporation of Merger Sub, as in effect immediately before the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation (as the same may be amended from time to time in the form mutually agreed between Purchaser and the Company, including any such amendment as shall be required for Purchaser to comply with Section 6.8(a) of this Agreement) until thereafter amended as provided by law and such Certificate of Incorporation. (b) The By-Laws of Merger Sub, as in effect immediately before the Effective Time, shall be the By-Laws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such By-Laws. (c) The directors of Merger Sub immediately before the Effective Time will be the initial directors of the Surviving Corporation, and the officers of Merger Sub immediately before the Effective Time will be the initial officers of the Surviving Corporation, in each case until their successors are elected or appointed and qualified. If, at the Effective Time, a vacancy shall exist on the board of directors of the Surviving Corporation or in any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by law.

Certificate of Incorporation; By-laws; Directors and Officers. (a) Unless otherwise determined by the Purchaser before At the Effective Time, at the Effective Time the Certificate of Incorporation of Merger SubPurchaser, as in effect immediately before the Effective Time, shall will be the Certificate of Incorporation of the Surviving Corporation (as the same may be amended from time to time in the form mutually agreed between Purchaser and the Company, including any such amendment as shall be required for Purchaser to comply with Section 6.8(a) of this Agreementtime) until thereafter amended as provided by law and such Certificate of Incorporation., except that Article FIRST of the Certificate of Incorporation of the Surviving Corporation shall be amended to read in its entirety as follows: "The name of the corporation is Xxxxxxxx Wine Estates Holdings, Inc." (b) The By-Laws of Merger SubPurchaser, as in effect immediately before the Effective Time, shall will be the By-Laws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such By-Laws. (c) The directors of Merger Sub Purchaser immediately before the Effective Time will be the initial directors of the Surviving Corporation, and the officers of Merger Sub the Company immediately before the Effective Time will be the initial officers of the Surviving Corporation, in each case until their successors are elected or appointed and qualifiedqualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation. If, at the Effective Time, a vacancy shall exist on the board of directors of the Surviving Corporation or in any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by law.

Certificate of Incorporation; By-laws; Directors and Officers. (a) Unless otherwise determined by the Purchaser before At the Effective Time, at the Effective Time the Certificate of Incorporation of Merger Subthe Surviving Corporation shall be amended in its entirety to read as the Certificate of Incorporation of Purchaser, as in effect immediately before the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation (as the same may be amended from time to time in the form mutually agreed between Purchaser and the Company, including any such amendment as shall be required for Purchaser to comply with Section 6.8(a) of this Agreement) until thereafter amended as provided by law and such Certificate of Incorporation.; provided, however, that the Certificate of Incorporation of the Surviving Corporation shall provide that the Surviving Corporation shall be named "GRC International, Inc." (b) The Subject to Section 6.8, the By-Laws of Merger SubPurchaser, as in effect immediately before prior to the Effective Time, shall be the By-Laws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such By-Laws. (c) The directors of Merger Sub Purchaser immediately before prior to the Effective Time will be the initial directors of the Surviving Corporation, and the officers of Merger Sub the Company immediately before prior to the Effective Time will be the initial officers of the Surviving Corporation, in each case until their successors are elected or appointed and qualified. If, at the Effective Time, a vacancy shall exist on the board Board of directors of the Surviving Corporation Directors or in any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by law.

Certificate of Incorporation; By-laws; Directors and Officers. (a) Unless otherwise determined by the Purchaser before At and after the Effective Time, at the Effective Time the Certificate of Incorporation of Merger Sub, as in effect immediately before prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation (as the same may be amended from time to time in the form mutually agreed between Purchaser and the Company, including any such amendment as shall be required for Purchaser to comply with Section 6.8(a) of this Agreement) until thereafter amended as provided by law in accordance with the provisions thereof and the DGCL, except that such Certificate of IncorporationIncorporation shall be amended to provide that the name of the Surviving Corporation shall be that of the Company. (b) The At and after the Effective Time, the By-Laws of Merger Sub, as in effect immediately before the Effective Time, shall be the By-Laws of the Surviving Corporation until thereafter altered, amended or repealed as provided by law, therein or in the Certificate of Incorporation of the Surviving Corporation and the DGCL, except that such By-LawsLaws shall be amended to change the name of the Surviving Corporation to the Company’s name. (c) The directors of Merger Sub immediately before the Effective Time will be the initial directors of the Surviving Corporation, and the officers of Merger Sub the Company immediately before the Effective Time will be the initial officers of the Surviving Corporation, in each case until their successors are duly elected or appointed and qualified. If, at the Effective Time, a vacancy shall exist on the board of directors of the Surviving Corporation or in any office of the Surviving Corporation, such vacancy may thereafter be filled qualified in the manner provided in the Surviving Corporation’s Certificate of Incorporation and By-Laws, or as otherwise provided by applicable law.

Certificate of Incorporation; By-laws; Directors and Officers. (a) Unless otherwise determined by the Purchaser before the Effective Time, at the Effective Time the The Certificate of Incorporation of Merger Sub, Sub as in effect immediately before the Effective Time, Time shall be the Certificate of Incorporation of the Surviving Corporation (as the same may be amended from time to time in the form mutually agreed between Purchaser and the Company, including any such amendment as shall be required for Purchaser to comply with Section 6.8(a) of this Agreement) until thereafter amended as provided by law all applicable Laws and such Certificate of Incorporation.; provided, that the Merger Filing shall amend such Certificate of Incorporation such that the name of the Surviving Corporation shall be “Strategic Distribution, Inc.” (b) The By-Laws of Merger Sub, as in effect immediately before the Effective Time, shall be the By-Laws of the Surviving Corporation until thereafter amended as provided by lawLaw, the Certificate of Incorporation of the Surviving Corporation and such By-Laws. (c) The directors of Merger Sub immediately before the Effective Time will be the initial directors of the Surviving Corporation, and the officers of Merger Sub the Company immediately before the Effective Time will be the initial officers of the Surviving Corporation, in each case until their successors are elected or appointed and qualified. If, at the Effective Time, a vacancy shall exist on the board Board of directors of the Surviving Corporation Directors or in any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by lawLaw.

Certificate of Incorporation; By-laws; Directors and Officers. (a) Unless Except for a provision changing the name of Newco to IMNET/LaserArc, Inc., unless otherwise determined by IMNET and the Purchaser Company before the Effective Time, at the Effective Time the Certificate of Incorporation of Merger SubNewco, as in effect immediately before the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation (as the same may be amended from time to time in the form mutually agreed between Purchaser and the Company, including any such amendment as shall be required for Purchaser to comply with Section 6.8(a) of this Agreement) until thereafter amended as provided by law and such Certificate of Incorporation. (b) The By-Laws of Merger SubNewco, as in effect immediately before the Effective Time, shall be the By-Laws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such By-Laws. (c) The directors and officers of Merger Sub the Company in office immediately before the Effective Time will be shall, by virtue of the initial approval of this Agreement by the stockholders and directors of the Surviving CorporationCompany, be removed from office, and the directors and officers of Merger Sub Newco in office immediately before the Effective Time will shall, by virtue of the approval of this Agreement by the stockholders and directors of the Company, be the initial directors and officers of the Surviving Corporation, in each case all of whom shall hold their directorships and offices until the election and qualification of their respective successors or until their successors are elected tenure is otherwise terminated by law, or appointed and qualifiedin accordance with the By-Laws of the Surviving Corporation. If, at the Effective Time, a vacancy shall exist on the board Board of directors of the Surviving Corporation Directors or in any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by lawlaw and the By-Laws of the Surviving Corporation.

Certificate of Incorporation; By-laws; Directors and Officers. (a) Unless otherwise determined by the Purchaser Merger Sub before the Effective Time, at the Effective Time the Amended and Restated Certificate of Incorporation of Merger Subthe Company, as amended (the "Restated Certificate"), as in effect immediately before the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation (as the same may be amended from time to time in the form mutually agreed between Purchaser and the Company, including any such amendment as shall be required for Purchaser to comply with Section 6.8(a) of this Agreement) until thereafter amended as provided by law and such Certificate of Incorporation. (b) The By-Laws of Merger Sub, as in effect immediately before the Effective Time, shall be the By-Laws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such By-Laws. (c) The directors of Merger Sub immediately before the Effective Time will be the initial directors of the Surviving Corporation, and and, except as Merger Sub may otherwise notify the Company in writing prior to the Effective Time, the officers of Merger Sub the Company immediately before the Effective Time will be the initial officers of the Surviving Corporation, in each case until their successors are elected or appointed and qualified. If, at the Effective Time, a vacancy shall exist on the board Board of directors of the Surviving Corporation Directors or in any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by law.

Certificate of Incorporation; By-laws; Directors and Officers. (ai) Unless otherwise determined by the Purchaser before At the Effective Time, at the Effective Time the Certificate of Incorporation of Merger SubCompany, as in effect immediately before the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation and shall be amended to read in its entirety as set forth on Exhibit F to this Agreement (as the same may be further amended from time to time in the form mutually agreed between Purchaser and the Company, including any such amendment as shall be required for Purchaser to comply with Section 6.8(a) of this Agreementtime) until thereafter amended as provided by law and such Certificate of Incorporation. (bii) The By-Laws of Merger Sub, as in effect immediately before the Effective Time, shall be the By-Laws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such By-Laws. (ciii) The directors of Merger Sub immediately before the Effective Time will be the initial directors of the Surviving Corporation, and the officers of Merger Sub immediately before the Effective Time will be the initial officers of the Surviving Corporation, in each case until their successors are elected or appointed and qualified. If, at the Effective Time, a vacancy shall exist on the board of directors of the Surviving Corporation or in any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by lawlaw and the Surviving Corporation's Certificate of Incorporation and By-Laws.

Certificate of Incorporation; By-laws; Directors and Officers. (a) Unless otherwise determined by the Purchaser before At the Effective Time, at the Effective Time the Certificate Articles of Incorporation of Merger Sub, Accesspoint as in effect immediately before the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation (as the same may be amended from time to time in the form mutually agreed between Purchaser and the Company, including any such amendment as shall be required for Purchaser to comply with Section 6.8(a) of this Agreement) until thereafter amended as provided by law and such Certificate of Incorporation.law; (b) The At the Effective Time, the By-Laws of Merger SubAccesspoint, as in effect immediately before the Effective Time, shall be the By-Laws of the Surviving Corporation until thereafter amended as provided by lawthe NRS, the Certificate Articles of Incorporation of the Surviving Corporation and such By-Laws. (c) The board of directors Accesspoint immediately prior to the Effective Time shall be the initial board of directors of the Surviving Corporation after the Merger Sub until their successors are duly elected or appointed and shall qualify. The officers of Accesspoint immediately before the Effective Time will be the initial directors of the Surviving Corporation, and the officers of Merger Sub immediately before the Effective Time will be the initial officers of the Surviving Corporation, in each case Corporation until their successors are duly elected or appointed and qualifiedshall qualify. If, at the Effective Time, a vacancy shall exist on the board Board of directors of the Surviving Corporation Directors or in any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by lawlaw or by the Articles of Incorporation and By-Laws of the Surviving Corporation.

Certificate of Incorporation; By-laws; Directors and Officers. (a) Unless otherwise determined by the Purchaser before the Effective Time, at the Effective Time the Certificate of Incorporation of Merger Subthe Company, as in effect immediately before the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation (as the same may be amended from time to time in the form mutually agreed between Purchaser and the Company, including any such amendment as shall be required for Purchaser to comply with Section 6.8(a) of this Agreement) until thereafter amended as provided by law and such Certificate of Incorporation. (b) The By-Laws of Merger Subthe Purchaser, as in effect immediately before the Effective Time, shall be the By-Laws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such By-Laws. (c) The directors of Merger Sub the Purchaser immediately before the Effective Time will be the initial directors of the Surviving Corporation, and the officers of Merger Sub the Company immediately before the Effective Time will be the initial officers of the Surviving Corporation, in each case until their successors are elected or appointed and qualified. If, at the Effective Time, a vacancy shall exist on the board Board of directors of the Surviving Corporation Directors or in any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by law.

Certificate of Incorporation; By-laws; Directors and Officers. (a) Unless otherwise determined by the Purchaser before At the Effective Time, at the Effective Time Certificate of Incorporation of the Company shall be amended and restated in its entirety to be identical to the Certificate of Incorporation of Merger Sub, as in effect immediately before prior to the Effective Time, shall be until thereafter amended in accordance with DGCL and as provided in such Certificate of Incorporation; provided, however, that at the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation (as the same may shall be amended from time and restated in order to time change the name of the Surviving Corporation to a name to be designated by Parent in the form mutually agreed between Purchaser and the Company, including any such amendment as shall be required for Purchaser to comply with Section 6.8(a) of this Agreement) until thereafter amended as provided by law and such Certificate of Incorporationits sole discretion. (b) The At the Effective Time, the By-Laws of the Company shall be amended and restated in their entirety to be identical to the By-Laws of Merger Sub, as in effect immediately before prior to the Effective Time, shall be until thereafter amended in accordance with DGCL and as provided in such By-Laws; provided, however, that at the Effective Time, the title of the By-Laws of the Surviving Corporation until thereafter shall be amended as provided by law, and restated in its entirety to reflect the Certificate of Incorporation name of the Surviving Corporation and such By-Lawsdesignated by Parent pursuant to Section 1.5(a). (c) The At the Effective Time, the directors of Merger Sub immediately before prior to the Effective Time will shall be the initial directors of the Surviving Corporation, and the officers of the Merger Sub immediately before prior to the Effective Time will shall be the initial officers of the Surviving Corporation, in each case case, until their successors are duly elected or appointed and qualified. If, at the Effective Time, a vacancy shall exist on the board of directors of the Surviving Corporation or in any office of the Surviving Corporation, such vacancy may thereafter be filled qualified in the manner provided in the Surviving Corporation’s Certificate of Incorporation and By-Laws, or as otherwise provided by applicable law.

Certificate of Incorporation; By-laws; Directors and Officers. (a) Unless otherwise determined by the Purchaser Merger Sub before the Effective Time, at the Effective Time the Restated Certificate of Incorporation of Merger Subthe Company, as amended (the "Restated Certificate"), as in effect immediately before the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation (as the same may be amended from time to time in the form mutually agreed between Purchaser and the Company, including any such amendment as shall be required for Purchaser to comply with Section 6.8(a) of this Agreement) until thereafter amended as provided by law and such Certificate of Incorporation. (b) The By-Laws of Merger Sub, as in effect immediately before the Effective Time, shall be the By-Laws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such By-Laws. (c) The directors of Merger Sub immediately before the Effective Time will be the initial directors of the Surviving Corporation, and and, except as Merger Sub may otherwise notify the Company in writing prior to the Effective Time, the officers of Merger Sub the Company immediately before the Effective Time will be the initial officers of the Surviving Corporation, in each case until their respective successors are elected or appointed and qualifiedqualified or until their death, resignation or removal in accordance with the Certificate of Incorporation and By-Laws of the Surviving Corporation. If, at the Effective Time, a vacancy shall exist on the board Board of directors of the Surviving Corporation Directors or in any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by law, the Certificate of Incorporation of the Surviving Corporation and such By-Laws.