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 the Company, as in effect immediately prior to the Effective Time, attached as EXHIBIT B hereto, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law. (b) The By-laws of the Company, as in effect immediately prior to the Effective Time, attached as EXHIBIT C hereto, shall be the By-laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation and such By-laws. (c) The directors, officers and key employees listed in EXHIBIT D hereto shall be the directors, officers and key employees of the Surviving Corporation, and each shall hold his respective office or offices from and after the Effective Time until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or By-laws of the Surviving Corporation.

Certificate of Incorporation; By-laws; Directors and Officers. (a) A. The Certificate of Incorporation of the CompanyNBPC, as in effect immediately prior to the Effective Time, attached as EXHIBIT B heretoamended by the Certificate of Merger, shall be the Certificate of Incorporation of the Surviving Corporation Company from and after the Effective Time until amended in accordance with applicable lawlaw and such Articles of Incorporation. (b) B. The By-laws Laws of the CompanyNBPC, as in effect immediately prior to the Effective Time, attached as EXHIBIT C hereto, shall be the By-laws Laws of the Surviving Corporation Company from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation of the Surviving Company and such By-lawsLaws. (c) C. The directors, directors and officers and key employees listed in EXHIBIT D Exhibit B hereto shall be the directors, directors and officers and key employees of the Surviving CorporationCompany and Nexus, and each shall hold his or her respective office or offices from and after the Effective Time until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate Articles of Incorporation or By-laws Laws of the Surviving CorporationCompany or the Articles of Incorporation or By-Laws of Nexus, as the case may be.

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as EXHIBIT Exhibit B hereto, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable lawlaw and such Certificate of Incorporation. (b) The By-laws of the Company, as in effect immediately prior to the Effective Time, attached as EXHIBIT Exhibit C hereto, shall be the By-laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation and such By-laws. (c) The directors, directors and officers and key employees listed in EXHIBIT Exhibit D hereto shall be the directors, directors and officers and key employees of the Surviving Corporation, and each shall hold his respective office or offices from and after the Effective Time until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or By-laws of the Surviving Corporation.

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as EXHIBIT Exhibit B hereto, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until further amended in accordance with applicable law. (b) The By-laws of the Company, as in effect immediately prior to the Effective Time, attached as EXHIBIT Exhibit C hereto, shall be the By-laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation and such By-laws. (c) The directors, directors and executive officers and key employees listed in EXHIBIT Exhibit D hereto shall be the directors, directors and executive officers and key employees of the Surviving Corporation, and each shall hold his respective office or offices from and after the Effective Time until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or By-laws of the Surviving Corporation.

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as EXHIBIT Exhibit B hereto, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law. (b) The By-laws of the Company, as in effect immediately prior to the Effective Time, attached as EXHIBIT Exhibit C hereto, shall be the By-laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation and such By-laws. (c) The directors, officers and key employees listed in EXHIBIT Exhibit D hereto shall be the directors, officers and key employees of the Surviving CorporationCorporation and the Parent, and each shall hold his respective office or offices from and after the Effective Time until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or By-laws of the Surviving CorporationCorporation and the Parent.

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as EXHIBIT Exhibit B hereto, shall be the Certificate of Incorporation of the Surviving Corporation Company from and after the Effective Time until further amended in accordance with applicable law. (b) The By-laws of the Company, as in effect immediately prior to the Effective Time, attached as EXHIBIT Exhibit C hereto, shall be the By-laws of the Surviving Corporation Company from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation of the Surviving Company and such By-laws. (c) The directors, directors and officers and key employees listed in EXHIBIT Exhibit D hereto shall be the directors, directors and officers and key employees of the Surviving CorporationParent, and each shall hold his or her respective office or offices from and after the Effective Time until his or her successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or By-laws of the Surviving CorporationCompany.

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as EXHIBIT Exhibit B hereto, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until further amended in accordance with applicable law. (b) The By-laws of the Company, as in effect immediately prior to the Effective Time, attached as EXHIBIT Exhibit C hereto, shall be the By-laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation and such By-laws. (c) The directors, directors and officers and key employees listed in EXHIBIT Exhibit D hereto shall be the directors, directors and officers and key employees of the Surviving Corporation, and each shall hold his or her respective office or offices from and after the Effective Time until his or her successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or By-laws of the Surviving Corporation.

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as EXHIBIT Exhibit B hereto, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until further amended in accordance with applicable law. (b) The By-laws of the Company, as in effect immediately prior to the Effective Time, attached as EXHIBIT Exhibit C hereto, shall be the By-laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation and such By-laws. (c) The directors, officers and key employees listed in EXHIBIT Exhibit D hereto shall be the directors, officers and key employees of the Surviving Corporation, and each shall hold his or her respective office or offices from and after the Effective Time until his or her successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or By-laws of the Surviving Corporation.

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as EXHIBIT B hereto, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until further amended in accordance with applicable law. (b) The By-laws of the Company, as in effect immediately prior to the Effective Time, attached as EXHIBIT C hereto, shall be the By-laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation and such By-laws. (c) The directors, officers and key employees listed in EXHIBIT D hereto shall be the directors, officers and key employees of the Surviving Corporation, and each shall hold his respective office or offices from and after the Effective Time until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or By-laws of the Surviving Corporation.

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as EXHIBIT B hereto, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until further amended in accordance with applicable law. (b) The By-laws of the Company, as in effect immediately prior to the Effective Time, attached as EXHIBIT C hereto, shall be the By-laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation and such By-laws. (c) The directors, directors and officers and key employees listed in EXHIBIT D hereto shall be the directors, directors and officers and key employees of the Surviving Corporation, and each shall hold his respective office or offices from and after the Effective Time until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or By-laws of the Surviving Corporation.