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

Certificate of Incorporation; By-laws; Directors and Officers. (a) At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read in the form of the Certificate of Incorporation of the Acquisition Sub, as in effect immediately prior to the Effective Time, until thereafter amended in accordance with their terms and as provided by applicable Laws and this Agreement, except that, as of the Effective Time, Article I of such Certificate of Incorporation shall be amended to reflect the name of the Surviving Corporation designated by Parent.

Certificate of Incorporation; By-laws; Directors and Officers. (a) At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read in the form of as the Certificate of Incorporation of the Acquisition SubPurchaser, as in effect immediately prior to before the Effective Time, until thereafter amended in accordance with their terms and as provided by applicable Laws law and this Agreement, except that, as of the Effective Time, Article I of such Certificate of Incorporation; provided, however, that the Certificate of Incorporation shall be amended to reflect the name of the Surviving Corporation designated by Parent.shall provide that the Surviving Corporation shall be named "GRC International, Inc."

Certificate of Incorporation; By-laws; Directors and Officers. (a) At the Effective Time, the Certificate of Incorporation of the Surviving Corporation Company shall be amended and restated in its entirety to read in the form of be identical to the Certificate of Incorporation of the Acquisition Merger Sub, as in effect immediately prior to the Effective Time, until thereafter amended in accordance with their terms DGCL and as provided by applicable Laws and this Agreementin such Certificate of Incorporation; provided, except thathowever, as of that at the Effective Time, Article I of such the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in order to reflect change the name of the Surviving Corporation to a name to be designated by ParentParent in its sole discretion.

Certificate of Incorporation; By-laws; Directors and Officers. (a) At the Effective Time, the Certificate of Incorporation of Purchaser, as in effect immediately before the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation shall be Corporation, until thereafter amended as provided by Law and restated in its entirety to read in the form such Certificate of Incorporation; provided, however, that Article FIRST of the Certificate of Incorporation of the Acquisition Sub, as in effect immediately prior to the Effective Time, until thereafter amended in accordance with their terms and as provided by applicable Laws and this Agreement, except that, as of the Effective Time, Article I of such Certificate of Incorporation Surviving Corporation shall be amended to reflect the name of provide that the Surviving Corporation designated by Parent.shall be named "Tickets.com, Inc."