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 and By-laws of the Purchaser as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation and By-laws of the Surviving Corporation until thereafter amended as provided under the Delaware Law, provided that at the Effective Time (a) Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is LUMEN TECHNOLOGIES, INC.", (b) the indemnification provisions set forth in the Certificate of Incorporation and By-laws of the Surviving Corporation shall be restated to conform to the indemnification provisions set forth in the Certificate of Incorporation and By-laws, respectively, of the Company, and (c) the title of the By-laws of the Surviving Corporation shall be amended to read as follows: "By-laws LUMEN TECHNOLOGIES, INC." The directors of the Purchaser immediately prior to the Effective Time will be the initial directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time will be the initial officers of the Surviving Corporation, in each case until their successors are elected and qualified.

Certificate of Incorporation; By-laws; Directors and Officers. The Certificate Unless otherwise agreed by AmDoc and ARC before the Effective Time, at the Effective Time: (a) the restated certificate of Incorporation and By-laws incorporation of the Purchaser AmDoc, as in effect immediately prior to the Effective Time, shall be amended and restated at and as of the Effective Time as set forth in Exhibit A hereto and, as so amended and restated, such restated certificate of incorporation shall be the Certificate restated certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided by law and Bysuch certificate of incorporation; (b) the amended and restated by-laws of AmDoc, as in effect immediately prior to the Effective Time, shall be amended and restated at and as of the Effective Time as set forth described in Exhibit B hereto and, as so amended and restated, such amended and restated by-laws shall be the amended and restated by-laws of the Surviving Corporation until thereafter amended as provided under by law and by the Delaware Law, provided that at restated certificate of incorporation and the Effective Time (a) Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is LUMEN TECHNOLOGIES, INC.", (b) the indemnification provisions set forth in the Certificate of Incorporation and Byrestated by-laws of the Surviving Corporation shall be restated to conform to the indemnification provisions set forth in the Certificate of Incorporation and By-laws, respectively, of the Company, and Corporation; and (c) the title of the By-laws of the Surviving Corporation officers and directors listed on Annex A hereto shall be amended to read as follows: "By-laws LUMEN TECHNOLOGIES, INC." The the officers and directors of the Purchaser immediately prior to the Effective Time will be the initial directors of ARC and the Surviving Corporation, and respectively, until the officers earlier of the Company immediately prior to the Effective Time will be the initial officers of the Surviving Corporationtheir death, in each case resignation or removal or until their respective successors are duly elected and qualified.

Certificate of Incorporation; By-laws; Directors and Officers. (a) The Certificate of Incorporation and By-laws of the Purchaser Company as in effect immediately prior to the Effective Time shall, by virtue of the Merger, be amended and restated in its entirety to read as the certificate of incorporation of Acquisition Corp. as in effect immediately prior to the Effective Time, attached hereto as Exhibit B, except that all references therein to Acquisition Corp. shall be deemed to be references to the Surviving Corporation, until thereafter amended as provided therein or by applicable Law. (b) The By-laws of the Company as in effect immediately prior to the Effective Time shall, by virtue of the Merger, be amended and restated in their entirety to read as the By-laws of Acquisition Corp. as in effect immediately prior to the Effective Time, attached hereto as Exhibit C, except that all references therein to Acquisition Corp. shall be deemed to be references to the Surviving Corporation, until thereafter amended as provided therein or by applicable Law. (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 and or By-laws of the Surviving Corporation until thereafter amended as provided under the Delaware Law, provided that at the Effective Time (a) Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is LUMEN TECHNOLOGIES, INCCorporation.", (b) the indemnification provisions set forth in the Certificate of Incorporation and By-laws of the Surviving Corporation shall be restated to conform to the indemnification provisions set forth in the Certificate of Incorporation and By-laws, respectively, of the Company, and (c) the title of the By-laws of the Surviving Corporation shall be amended to read as follows: "By-laws LUMEN TECHNOLOGIES, INC." The directors of the Purchaser immediately prior to the Effective Time will be the initial directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time will be the initial officers of the Surviving Corporation, in each case until their successors are elected and qualified.

Certificate of Incorporation; By-laws; Directors and Officers. The (a) Except for a provision changing the name of Newco to Ideas for Medicine, Inc., unless otherwise determined by CryoLife and IFM before the Effective Time, at the Effective Time the Certificate of Incorporation and By-laws of the Purchaser Newco, as in effect immediately prior to before the Effective Time Time, shall be the Certificate of Incorporation and By-laws of the Surviving Corporation until thereafter amended as provided under the Delaware Lawby law and such Certificate of Incorporation. (b) The By-Laws of Newco, provided that at as in effect immediately before the Effective Time (a) Article I 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 shall be amended to read as follows: "The name of the corporation is LUMEN TECHNOLOGIES, INC.", (b) the indemnification provisions set forth in the Certificate of Incorporation and such By-laws of the Surviving Corporation shall be restated to conform to the indemnification provisions set forth in the Certificate of Incorporation and By-laws, respectively, of the Company, and Laws. (c) the title The legal corporate directors and officers of the By-laws of the Surviving Corporation shall be amended to read as follows: "By-laws LUMEN TECHNOLOGIES, INC." The directors of the Purchaser IFM in office immediately prior to before the Effective Time will be shall, by virtue of the initial approval of this Agreement by the stockholders and directors of IFM, be removed from office effective immediately after the Surviving CorporationEffective Time, and the directors and officers of the Company Newco in office immediately prior to before the Effective Time will shall, by virtue of the approval of this Agreement by the stockholders and directors of Newco, 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 and qualifiedtenure is otherwise terminated by law, or in accordance with the By-Laws of the Surviving Corporation.