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

Certificate of Incorporation; By-laws; Directors and Officers. The Certificate of Incorporation of CIBER SUB, which is attached hereto as Exhibit C, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein and in accordance with the NJBCA. The By-laws of CIBER SUB in effect immediately prior to the Effective Time shall become the by-laws of the Surviving Corporation until thereafter amended as provided therein and under the NJBCA. The officers and directors of CIBER SUB immediately prior to the Effective Time shall be the officers and directors of the Surviving Corporation and shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and By-laws and the NJBCA.

Certificate of Incorporation; By-laws; Directors and Officers. The Certificate of Incorporation of CIBER SUB, which is attached hereto as Exhibit C, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein and in accordance with the NJBCA. The By-laws of CIBER SUB in effect immediately prior to the Effective Time shall become the by-laws of the Surviving Corporation until thereafter amended as provided therein and under the NJBCA. The officers and directors of CIBER SUB immediately prior to the Effective Time shall be the officers and directors of the Surviving Corporation and shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's ’s Certificate of Incorporation and By-laws and the NJBCA.