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

Certificate of Incorporation; By-laws. (a) At the Effective Time the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation. (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter amended as provided by the certificate of incorporation, the Surviving Corporation and such by-laws.

Certificate of Incorporation; By-laws. At the Effective Time, (a) At the Effective Time the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), Merger Sub shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by law applicable Law, and such certificate of incorporation. (b) The the by-laws of the Company, Merger Sub as in effect immediately prior to the Effective Time, Time shall be the Byby-laws of the Surviving Corporation until thereinafter thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by the certificate of incorporation, the Surviving Corporation and such by-lawsapplicable Law.

Certificate of Incorporation; By-laws. (a) At the Effective Time Time, (i) the certificate Certificate of incorporation of the CompanyIncorporation, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3)amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation. (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be its Certificate of Incorporation and (ii) the By-laws of the Surviving Corporation shall be its By-laws, in each case until thereinafter thereafter changed or amended as provided by the certificate of incorporation, the Surviving Corporation and such by-lawstherein or applicable Law.

Certificate of Incorporation; By-laws. (a) At the Effective Time the The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), Company shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided by in accordance with the provisions thereof and applicable law and such certificate of incorporation. (b) The the by-laws of the Company, as in effect immediately prior to the Effective Time, Company shall be the By-laws bylaws of the Surviving Corporation until thereinafter thereafter changed or amended as provided by in accordance with the certificate of incorporation, the Surviving Corporation provisions thereof and such by-lawsapplicable law.

Certificate of Incorporation; By-laws. At the Effective Time, (a) At the Effective Time the certificate of incorporation of the Company, Company as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by law applicable Law, and such certificate of incorporation. (b) The the by-laws of the Company, Company as in effect immediately prior to the Effective Time, Time shall be the Byby-laws of the Surviving Corporation until thereinafter thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by the certificate of incorporation, the Surviving Corporation and such by-lawsapplicable Law.

Certificate of Incorporation; By-laws. (a) At the Effective Time Time, the certificate Certificate of incorporation Incorporation of the CompanyMerger Sub, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3)Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended as provided by law Law and such certificate Certificate of incorporationIncorporation. (b) The byAt the Effective Time, the By-laws Laws of the CompanyMerger Sub, as in effect immediately prior to the Effective Time, shall be the By-laws Laws of the Surviving Corporation until thereinafter thereafter amended as provided by Law, the certificate Certificate of incorporation, Incorporation of the Surviving Corporation and such byBy-lawsLaws.

Certificate of Incorporation; By-laws. (a) At the Effective Time Time, the certificate Certificate of incorporation Incorporation of the Company, Purchaser as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended and shall read substantially as provided by law and such certificate of incorporationset forth on Exhibit 1.07 hereto. (b) The byAt the Effective Time, the By-laws of the Company, Purchaser as in effect immediately prior to the Effective Time, Time shall be the By-laws of the Surviving Corporation unless and until thereinafter thereafter amended as provided by Law, the certificate Certificate of incorporation, Incorporation of the Surviving Corporation and and/or such byBy-laws.

Certificate of Incorporation; By-laws. (a) At the Effective Time Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation. (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the Bycertificate of incorporation of the Surviving Corporation following the Merger. (b) The by-laws of Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereinafter and thereafter may be amended or repealed in accordance with their terms or the certificate of incorporation of the Surviving Corporation or as provided by the certificate of incorporation, the Surviving Corporation and such by-lawsapplicable law.

Certificate of Incorporation; By-laws. (a) At the Effective Time Time, the certificate Certificate of incorporation Incorporation of the CompanyPurchaser, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3)Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate Certificate of incorporationIncorporation. (b) The byBy-laws of the CompanyPurchaser, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter thereafter amended as provided by law, the certificate Certificate of incorporation, Incorporation of the Surviving Corporation and such byBy-laws.

Certificate of Incorporation; By-laws. At the Effective Time: (a) At the Effective Time the certificate of incorporation of the Company, Company as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by law applicable Law; and such certificate of incorporation. (b) The the by-laws of the Company, Company as in effect immediately prior to the Effective Time, Time shall be the Byby-laws of the Company until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation until thereinafter amended or as provided by the certificate of incorporation, the Surviving Corporation and such by-lawsapplicable Law.

Certificate of Incorporation; By-laws. (a) 5.4.1. At the Effective Time Time, the certificate Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3)Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate Certificate of incorporationIncorporation. (b) The by5.4.2. At the Effective Time, the By-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter thereafter amended as provided by the certificate of incorporationlaw, the Surviving Corporation Certificate of Incorporation of the Company and such byBy-laws.

Certificate of Incorporation; By-laws. (a) At the Effective Time Time, the certificate Certificate of incorporation Incorporation of the Company, Surviving Corporation shall be the Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporationTime. (b) The byAt the Effective Time, the By-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter amended as provided by the certificate of incorporation, the Surviving Corporation and such by-lawsthereafter duly amended.

Certificate of Incorporation; By-laws. (a) At the Effective Time the certificate The Company's Restated Certificate of incorporation of the CompanyIncorporation, as in effect immediately prior to at the Effective Time (as amended as provided for in Section 3.3)Time, shall be be, from and after the certificate Effective Time, the Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by law and such certificate of incorporationapplicable law. (b) The byCompany's By-laws of the Companylaws, as in effect immediately prior to at the Effective Time, shall be be, from and after the Effective Time, the By-laws of the Surviving Corporation until thereinafter thereafter changed or amended as provided therein or by the certificate of incorporation, the Surviving Corporation and such by-lawsapplicable law.

Certificate of Incorporation; By-laws. (a) At the Effective Time Time, the certificate Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3)Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate Certificate of incorporationIncorporation. (b) The byUnless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the By-laws of the CompanyPurchaser, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter thereafter amended as provided by law, the certificate Certificate of incorporation, Incorporation of the Surviving Corporation and such byBy-laws.

Certificate of Incorporation; By-laws. (a) At the Effective Time Time, the certificate of incorporation of the Company, Purchaser as in effect immediately prior to at the Effective Time (as amended as provided for in Section 3.3)shall, shall from and after the Effective Time, be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided by law in accordance with the provisions thereof and such certificate of incorporation. (b) The applicable law. At the Effective Time, the by-laws of the Company, Purchaser as in effect immediately prior to at the Effective Time shall, from and after the Effective Time, shall be the Byby-laws of the Surviving Corporation until thereinafter thereafter changed or amended as provided by in accordance with the certificate of incorporation, the Surviving Corporation provisions thereof and such by-lawsapplicable law.

Certificate of Incorporation; By-laws. At the Effective Time, (a) At the Effective Time the certificate of incorporation of the Company, Acquirer as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by law applicable Law, and such certificate of incorporation. (b) The the by-laws of the Company, Acquirer as in effect immediately prior to the Effective Time, Time shall be the Byby-laws of the Surviving Corporation until thereinafter thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by the certificate of incorporation, the Surviving Corporation and such by-lawsapplicable Law.

Certificate of Incorporation; By-laws. At the Effective Time, (a) At the Effective Time the certificate of incorporation of the CompanyCompany shall be amended so as to read in its entirety as set forth in Exhibit A hereto, and, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3)so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by law applicable Law, and such certificate of incorporation. (b) The the by-laws of the Company, Merger Sub as in effect immediately prior to the Effective Time, Time shall be the Byby-laws of the Surviving Corporation until thereinafter thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by the certificate of incorporation, the Surviving Corporation and such by-lawsapplicable Law.

Certificate of Incorporation; By-laws. (a) At the Merger Effective Time Time, the certificate Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Merger Effective Time (as amended as provided for in Section 3.3)Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended as provided by law Law and such certificate Certificate of incorporationIncorporation. (ba) The byAt the Merger Effective Time, the By-laws of the Company, as in effect immediately prior to the Merger Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter thereafter amended as provided by Law, the certificate Certificate of incorporation, Incorporation of the Surviving Corporation and such byBy-laws.

Certificate of Incorporation; By-laws. (a) At the Effective Time Time, the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall be the Restated Certificate of Incorporation, as amended, of the A-1 (b) At the Effective Time, the By-Laws of the Surviving Corporation shall be the By-Laws of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3the "Company By-laws"), shall be until thereafter amended or repealed in accordance with their terms and the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended and as provided by law and such certificate of incorporationlaw. (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter amended as provided by the certificate of incorporation, the Surviving Corporation and such by-laws.

Certificate of Incorporation; By-laws. (a) At the Effective Time Time, subject to Section 6.08(a), the restated certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), Company shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided by law in accordance with the provisions thereof and such certificate of incorporationapplicable law. (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, Company shall be the Byby-laws of the Surviving Corporation until thereinafter thereafter changed or amended as provided by in accordance with the certificate of incorporation, the Surviving Corporation provisions thereof and such by-lawsapplicable law.

Certificate of Incorporation; By-laws. (a) At the Effective Time the The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), Company shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided by in accordance with the provisions thereof and applicable law and such certificate of incorporation. (b) The the by-laws of the Company, as in effect immediately prior to the Effective Time, Company shall be the Byby-laws of the Surviving Corporation until thereinafter thereafter changed or amended as provided by in accordance with the certificate of incorporation, the Surviving Corporation provisions thereof and such by-lawsapplicable law.

Certificate of Incorporation; By-laws. At the Effective Time, (a) At the Effective Time the certificate of incorporation of the Company, Surviving Corporation as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by law applicable Law, and such certificate of incorporation. (b) The the by-laws of the Company, Company as in effect immediately prior to the Effective Time, Time shall be the Byby-laws of the Surviving Corporation until thereinafter thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by the certificate of incorporation, the Surviving Corporation and such by-lawsapplicable Law.

Certificate of Incorporation; By-laws. (a) At the Effective Time Time, the certificate Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3)Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate Certificate of incorporationIncorporation. (b) The byUnless otherwise determined by Parent prior to the Effective Time, the By-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter thereafter amended as provided by law, the certificate Certificate of incorporation, Incorporation of the Surviving Corporation and such byBy-laws.

Certificate of Incorporation; By-laws. (a) At the Effective Time Time, the certificate of incorporation of the CompanySurviving Corporation, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3)Time, shall be amended so as to contain the provisions, and only the provisions, contained immediately prior thereto in the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporationMerger Sub. (b) The Unless otherwise determined by Parent prior to the Effective Time, the by-laws of the CompanyMerger Sub, as in effect immediately prior to the Effective Time, shall be the Byby-laws of the Surviving Corporation until thereinafter thereafter amended as provided by law, the certificate of incorporation, incorporation of the Surviving Corporation and such by-laws.

Certificate of Incorporation; By-laws. (a) At the Effective Time Time, the certificate Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3)Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate Certificate of incorporationIncorporation. (b) The byAt the Effective Time, the By-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter thereafter amended as provided by law, the certificate Certificate of incorporation, Incorporation of the Surviving Corporation and such byBy-laws.

Certificate of Incorporation; By-laws. (a) At From and after the Effective Time Time, the certificate Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), Company shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporationCorporation. (b) The byAt the Effective Time, the By-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter Corporation, as the same may be amended as provided by in accordance with the certificate of incorporationterms thereof, the Surviving Corporation and such by-lawsapplicable law.

Certificate of Incorporation; By-laws. (a) At the Effective Time Time, the certificate of incorporation of the CompanyPurchaser, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3)Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law the DGCL and such certificate Certificate of incorporationIncorporation. (b) The At the Effective Time, the by-laws of the CompanyPurchaser, as in effect immediately prior to the Effective Time, shall be the Byby-laws of the Surviving Corporation until thereinafter thereafter amended as provided by the DGCL, the certificate of incorporation, incorporation of the Surviving Corporation and such by-laws.

Certificate of Incorporation; By-laws. At the Effective Time, (a) At the Effective Time the certificate of incorporation of the CompanyCompany shall be amended so as to read in its entirety as set forth in Exhibit B, and, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3)so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by law applicable Law, and such certificate of incorporation. (b) The the by-laws of the Company, Merger Sub as in effect immediately prior to the Effective Time, Time shall be the Byby-laws of the Surviving Corporation until thereinafter thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by the certificate of incorporation, the Surviving Corporation and such by-lawsapplicable Law.

Certificate of Incorporation; By-laws. Pursuant to the Merger, (a) At the Effective Time the certificate of incorporation of the Company, as amended, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3the "Certificate of Incorporation"), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law in accordance with applicable law, and such certificate of incorporation. (b) The the by-laws of the CompanyHolding, as in effect immediately prior to the Effective TimeTime (the "By-laws"), shall be the Byby-laws of the Surviving Corporation until thereinafter thereafter amended as provided by the certificate of incorporation, the Surviving Corporation and such by-lawsin accordance with applicable law.

Certificate of Incorporation; By-laws. (a) At the Effective Time the certificate The Certificate of incorporation Incorporation of the CompanyAcquisition, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3)Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended as provided by in accordance with applicable law and such certificate Certificate of incorporation. (b) The byIncorporation, and the By-laws of the CompanyAcquisition, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter thereafter amended as provided by the certificate of incorporationlaw, the Surviving Corporation Certificate of Incorporation and such byBy-laws.

Certificate of Incorporation; By-laws. At the Effective Time: (a) At the Effective Time the certificate of incorporation of the Company, Company as in effect immediately prior to the Effective Time (shall be amended in its entirety to be in the form of Exhibit L and, as amended as provided for in Section 3.3)so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law Corporation; and such certificate of incorporation. (b) The the by-laws of the Company, Merger Sub as in effect immediately prior to the Effective Time, shall Time will be the Byby-laws of the Surviving Corporation until thereinafter amended as provided by Corporation; provided, however, in each case, that the certificate name of incorporation, the Surviving Corporation and such by-lawscorporation set forth therein will be changed to the name of Company.

Certificate of Incorporation; By-laws. (a1) At the Effective Time Date, the certificate Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3)Date, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended amended, as provided by law and such certificate of incorporationlaw. (b2) The byAt the Effective Date, the By-laws Laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws Laws of the Surviving Corporation until thereinafter amended as provided by the certificate of incorporation, the Surviving Corporation and such by-lawsthereafter amended.

Certificate of Incorporation; By-laws. At the Effective Time: (a) At the Effective Time the The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3)Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporationfollowing the Merger. (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the Byby-laws of the Surviving Corporation until thereinafter and thereafter may be amended or repealed in accordance with their terms or the certificate of incorporation of the Surviving Corporation or as provided by the certificate of incorporation, the Surviving Corporation and such by-lawsapplicable law.

Certificate of Incorporation; By-laws. (a) At the Effective Time Time, the certificate Company's Certificate of incorporation Incorporation shall be the Certificate of Incorporation of the CompanySurviving Corporation, except that the Certificate of Incorporation of the Surviving Corporation shall be amended, in a manner not inconsistent with Section 6.4 of this Agreement, at the discretion of Parent and Sub. (b) The By-Laws of Sub as in effect immediately prior to at the Effective Time (as amended as provided for in Section 3.3)shall, shall from and after the Effective Time, be the certificate of incorporation By-Laws of the Surviving Corporation until thereafter changed or amended as provided therein or by law and such certificate of incorporationapplicable law. (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter amended as provided by the certificate of incorporation, the Surviving Corporation and such by-laws.

Certificate of Incorporation; By-laws. (a) At the Effective Time Time, the certificate Certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated in its entirety in the form of Exhibit B until thereafter amended as provided by law applicable Law and such certificate Certificate of incorporationIncorporation. (b) The by-laws of the Company, as in effect immediately prior to At the Effective Time, the By-laws of Acquisition Corp. shall be the By-laws of the Surviving Corporation until thereinafter amended as provided by the certificate of incorporation, the Surviving Corporation and such by-lawsthereafter amended.

Certificate of Incorporation; By-laws. (a) At the Effective Time Time, the certificate Certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated in its entirety to be in the form of Exhibit A until thereafter amended as provided by law applicable Law (as defined below) and such certificate Certificate of incorporationIncorporation. (b) The by-laws of the Company, as in effect immediately prior to At the Effective Time, the By-laws of Merger Sub shall be the By-laws of the Surviving Corporation until thereinafter amended as provided by the certificate of incorporation, the Surviving Corporation and such by-lawsthereafter amended.

Certificate of Incorporation; By-laws. (ai) At the Effective Time Date, the certificate Certificate of incorporation Incorporation (the “Certificate of Incorporation”) of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation. (b) The by-laws of the CompanyCorporation, as in effect immediately prior to the Effective Time, shall be the By-laws Certificate of Incorporation of the Surviving Corporation until thereinafter thereafter amended, as provided by law. (ii) At the Effective Date, the By-Laws of the Corporation, as in effect immediately prior to the Effective Time, shall be the by-Laws of the Surviving Corporation until thereafter amended as provided by the certificate of incorporation, the Surviving Corporation and such by-lawslaw.

Certificate of Incorporation; By-laws. (a) At the Effective Time Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3)Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law the NRS and such certificate of incorporation. (b) The At the Effective Time, the by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the Byby-laws of the Surviving Corporation until thereinafter thereafter amended as provided by the NRS, the certificate of incorporation, incorporation of the Surviving Corporation and such by-laws.

Certificate of Incorporation; By-laws. (ai) At the Effective Time Time, the certificate Certificate of incorporation Incorporation (the “Certificate of Incorporation”) of the CompanyCorporation, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3)Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended amended, as provided by law and such certificate of incorporationlaw. (bii) The byAt the Effective Time, the By-laws Laws of the CompanyCorporation, as in effect immediately prior to the Effective Time, shall be the By-laws Laws of the Surviving Corporation until thereinafter thereafter amended as provided by the certificate of incorporation, the Surviving Corporation and such by-lawslaw.

Certificate of Incorporation; By-laws. At the Effective Time, (a) At the Effective Time the certificate of incorporation of the CompanyCompany shall be amended so as to read in its entirety as set forth in Exhibit A, and, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3)so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by law applicable Law, and such certificate of incorporation. (b) The the by-laws of the Company, Merger Sub as in effect immediately prior to the Effective Time, Time shall be the Byby-laws of the Surviving Corporation until thereinafter thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by the certificate of incorporation, the Surviving Corporation and such by-lawsapplicable Law.

Certificate of Incorporation; By-laws. (a) At the Effective Time the The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3)Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by law and such certificate of incorporation. (b) applicable Law. The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the Byby-laws of the Surviving Corporation until thereinafter thereafter changed or amended as provided therein or by the certificate of incorporation, the Surviving Corporation and such by-lawsapplicable Law.

Certificate of Incorporation; By-laws. (a) At the Effective Time the The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3)Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by law and such certificate of incorporationapplicable law. (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, which are attached as Exhibit A hereto shall be the Byby-laws of the Surviving Corporation until thereinafter thereafter amended as provided therein or by the certificate of incorporation, the Surviving Corporation and such by-lawsapplicable law.

Certificate of Incorporation; By-laws. (a) At From and after the Effective Time Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), Surviving Corporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation. (b) The by-laws of the Company, as Company in effect immediately prior to the Effective Time, shall be until thereafter amended as provided by applicable Law. (b) From and after the ByEffective Time, the by-laws of the Surviving Corporation shall be the by-laws of the Company in effect immediately prior to the Effective Time, until thereinafter thereafter amended as provided by the certificate of incorporation, the Surviving Corporation and such by-lawsapplicable Law.

Certificate of Incorporation; By-laws. (a) At the Effective Time Time, the certificate Certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended shall be as provided by law and such certificate of incorporation.set forth in Exhibit 2.04(a), until (b) The byBy-laws of the Company, Sub as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter thereafter amended as provided by law, the certificate Certificate of incorporation, Incorporation of the Surviving Corporation and such byBy-laws.

Certificate of Incorporation; By-laws. (ax) At the Effective Time Time, the certificate Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3)Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate Certificate of incorporationIncorporation. (ba) The byUnless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the By-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter thereafter amended as provided by law, the certificate Certificate of incorporation, Incorporation of the Surviving Corporation and such byBy-laws.

Certificate of Incorporation; By-laws. (a) At the Effective Time Time, the certificate Restated Certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation. (b) The by-laws Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws Certificate of Incorporation of the Surviving Corporation until thereinafter thereafter amended in accordance with its terms and the NYBCL. (b) At the Effective Time, the By-Laws of the Sub, as in effect immediately prior to the Effective Time, shall be the By-Laws of the Surviving Corporation until thereafter amended as provided by the certificate NYBCL, the Certificate of incorporation, Incorporation of the Surviving Corporation and such by-lawsthe By- Laws.

Certificate of Incorporation; By-laws. At the Effective Time, (a) At the Effective Time the certificate of incorporation of the CompanyCompany shall be amended so as to read in its entirety as set forth in Exhibit D hereto, and, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3)so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by law applicable Law, and such certificate of incorporation. (b) The the by-laws of the Company, Merger Sub as in effect immediately prior to the Effective Time, Time shall be the Byby-laws of the Surviving Corporation until thereinafter thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by the certificate of incorporation, the Surviving Corporation and such by-lawsapplicable Law.

Certificate of Incorporation; By-laws. (a) At the Effective Time the certificate The Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation. (b) The by-laws of the CompanyAcquisition Sub, as in effect immediately prior to the Effective Time, shall shall, from and after the Effective Time, be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable law. (b) The By-laws of the Acquisition Sub as in effect at the Effective Time shall, from and after the Effective Time, be the By-laws of the Surviving Corporation until thereinafter thereafter amended as provided therein or by the certificate of incorporation, the Surviving Corporation and such by-lawsapplicable law.

Certificate of Incorporation; By-laws. (a) At the Effective Time Time, the certificate Certificate of incorporation Incorporation of the CompanyMerger Sub, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3)Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended as provided by law Law (as defined below in Section 3.05(a)) and such certificate Certificate of incorporationIncorporation. (b) The byAt the Effective Time, the By-laws of the CompanyMerger Sub, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter thereafter amended as provided by Law, the certificate Certificate of incorporation, Incorporation of the Surviving Corporation and such byBy-laws.

Certificate of Incorporation; By-laws. (a) At the Effective Time ------------------------------------- Time, subject to Section 6.07(a), the restated certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), Company shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided by law in accordance with the provisions thereof and such certificate of incorporationapplicable law. (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, Company shall be the Byby-laws of the Surviving Corporation until thereinafter thereafter changed or amended as provided by in accordance with the certificate of incorporation, the Surviving Corporation provisions thereof and such by-lawsapplicable law.

Certificate of Incorporation; By-laws. (a1) At the Effective Time Date, the certificate Certificate of incorporation Incorporation (the “Certificate of Incorporation”) of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation. (b) The by-laws of the CompanyCorporation, as in effect immediately prior to the Effective Time, shall be the By-laws Certificate of Incorporation of the Surviving Corporation until thereinafter thereafter amended, as provided by law. (2) At the Effective Date, the By-Laws of the Corporation, as in effect immediately prior to the Effective Time, shall be the by-Laws of the Surviving Corporation until thereafter amended as provided by the certificate of incorporation, the Surviving Corporation and such by-lawslaw.

Certificate of Incorporation; By-laws. (a) At the Effective Time Time, the certificate Certificate of incorporation Incorporation of the Company, Company as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law in accordance with its terms and such certificate of incorporation. (b) The byapplicable Law. At the Effective Time, the By-laws of the Company, Merger Sub as in effect immediately prior to the Effective Time, Time shall be the Byby-laws of the Surviving Corporation until thereinafter thereafter duly amended as provided by in accordance with their terms, the certificate of incorporation, incorporation of the Surviving Corporation and such by-lawsapplicable Law.

Certificate of Incorporation; By-laws. (a) At the Effective Time Time, the certificate Certificate of incorporation Incorporation and By-Laws of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), Subsidiary shall be the certificate Certificate of incorporation Incorporation and By-Laws of the Surviving Corporation until thereafter amended amended, except that, effective as provided by law and such certificate of incorporation. (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall such Certificate of Incorporation will be amended in order to change the By-laws name of the Surviving Corporation until thereinafter amended as provided by the certificate of incorporationto "24/7 Media, the Surviving Corporation and such by-laws.Inc."

Certificate of Incorporation; By-laws. At the Effective Time: (a) At the Effective Time the certificate Certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation. (b) The by-laws Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended to be in the Byform of Exhibit A and as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by applicable Law; and (b) the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereinafter thereafter amended as provided by in accordance with applicable Law, the certificate Certificate of incorporation, Incorporation of the Surviving Corporation and such by-laws.

Certificate of Incorporation; By-laws. At the Effective Time: (a) At the Effective Time the certificate Certificate of incorporation Incorporation of the CompanyCompany shall be amended so as to read in its entirety as set forth in Schedule A, and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law; and (b) the By-laws of Merger Sub as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation. (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by the certificate of incorporation, the Surviving Corporation and such by-lawsapplicable Law.

Certificate of Incorporation; By-laws. At the Effective Time, (a) At the Effective Time the certificate of incorporation of the CompanyCompany shall be amended so as to read in its entirety as set forth in Exhibit C, and, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3)so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by law applicable Law, and such certificate of incorporation. (b) The the by-laws of the Company, Merger Sub as in effect immediately prior to the Effective Time, Time shall be the Byby-laws of the Surviving Corporation until thereinafter thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by the certificate of incorporation, the Surviving Corporation and such by-lawsapplicable Law.

Certificate of Incorporation; By-laws. (a) At the Effective Time the The certificate of incorporation of the Company, Buyer as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter duly amended as provided by law in accordance with the terms thereof and such certificate of incorporationthe DGCL. (b) The byBy-laws of the Company, Buyer as in effect immediately prior to the Effective Time, Time shall be the By-laws of the Surviving Corporation until thereinafter thereafter duly amended as provided by applicable law, the certificate of incorporation, incorporation of the Surviving Corporation and such byBy-laws.

Certificate of Incorporation; By-laws. (a) At the Effective Time Time, the certificate Certificate of incorporation Incorporation and By-laws of the Company, Company as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall automatically and without further action be the certificate Certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law Incorporation and such certificate of incorporation. (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter thereafter amended in accordance with the terms thereof or as provided by the certificate of incorporation, the Surviving Corporation and such by-lawsapplicable Law.

Certificate of Incorporation; By-laws. (a) At the Effective Time Time, the certificate Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3)Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate Certificate of incorporationIncorporation. (b) The byUnless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the By-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter thereafter amended as provided by law, the certificate Certificate of incorporation, Incorporation of the Surviving Corporation and such byBy-laws.