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 Merger Sub shall be amended and restated in its entirety to be identical to the Certificate of Incorporation attached hereto as Schedule 2.04(a) until thereafter amended as provided by law and such Certificate of Incorporation. (b) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, 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 thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such By-laws.

Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time, shall be amended and restated in its entirety to be identical to the Certificate of Incorporation attached hereto as Schedule 2.04(a) of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation. (b) Unless otherwise determined by Parent prior to the Effective Time, at At the Effective Time, the By-laws Laws of Merger Sub, as in effect immediately prior to the Effective Time, shall shall, subject to Section 6.05(a), be the By-laws Laws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such By-lawsLaws.

Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the Certificate certificate of Incorporation incorporation of Merger Sub shall be amended and restated in its entirety to be identical to the Certificate of Incorporation attached hereto as Schedule 2.04(a) until thereafter amended as provided by law and such Certificate of Incorporation. (b) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the By-laws of Merger Sub, as in effect immediately prior to the Effective Time, Time shall be amended and restated as set forth in the Certificate of Merger and as so amended shall be the Bycertificate 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 shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by law, the Certificate of Incorporation of the Surviving Corporation and such By-lawsapplicable Law.

Certificate of Incorporation; By-laws. (a) At the Effective TimeTime of the Merger, and without any further action on the part of the Company or Sub, the Certificate certificate of Incorporation incorporation of Merger Sub shall be amended and restated in its entirety to be identical to the Certificate of Incorporation attached hereto as Schedule 2.04(a) until thereafter amended as provided by law and such Certificate of Incorporation. (b) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the By-laws of Merger Sub, Company as in effect immediately prior to the Effective Time, Time of the Merger shall be the Bycertificate of incorporation of the Surviving Corporation at the Effective Time of the Merger until thereafter amended as provided therein or by applicable law. (b) At the Effective Time of the Merger, and without any further action on the part of the Company or Sub, the by-laws of Sub as in effect immediately prior to the Effective Time of the Merger shall be the by-laws of the Surviving Corporation at the Effective Time of the Merger until thereafter changed or amended as provided therein or by applicable law, the Certificate of Incorporation of the Surviving Corporation and such By-laws.

Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate The certificate of Incorporation incorporation of Merger Sub shall be amended and restated in its entirety to be identical to the Certificate of Incorporation attached hereto as Schedule 2.04(a) until thereafter amended as provided by law and such Certificate of Incorporation. (b) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the By-laws of Merger Sub, as in effect immediately prior to the Effective Time, Time shall be the Bycertificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law; provided, however, that the Certificate of Merger may provide for such change in the name of the Surviving Corporation as Parent shall determine in its sole discretion. (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 thereafter changed or amended as provided therein or by applicable law, the Certificate of Incorporation of the Surviving Corporation and such By-laws.

Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time, shall be amended and restated in its entirety to be identical to the Certificate of Incorporation attached hereto as Schedule 2.04(a) of the Surviving Corporation until thereafter amended as provided by law Law and such Certificate of Incorporation. (b) Unless otherwise determined by Parent prior to At the Effective Time, at the Effective Time, Time the By-laws Laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the By-laws Laws of the Surviving Corporation until thereafter amended as provided by lawLaw, the Certificate of Incorporation of the Surviving Corporation and such By-lawsLaws.

Certificate of Incorporation; By-laws. (a) At The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, the Certificate of Incorporation of Merger Sub shall be amended and restated in its entirety at the Effective Time to read in the form attached as Exhibit C hereto, and as so amended, shall be identical to the Certificate certificate of Incorporation attached hereto as Schedule 2.04(a) incorporation of the Surviving Corporation until thereafter amended as provided by law Law and such Certificate certificate of Incorporationincorporation. (b) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the ByThe by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Byby-laws of the Surviving Corporation Corporation, until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation Law and such Byby-laws.

Certificate of Incorporation; By-laws. Pursuant to the Merger, (ai) At the Effective Time, the Restated Certificate of Incorporation of Merger Sub shall be the Company, as amended and restated in its entirety to be identical to (the Certificate of Incorporation attached hereto as Schedule 2.04(a) until thereafter amended as provided by law and such "Restated Certificate of Incorporation. (b) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the By-laws of Merger Sub"), as in effect immediately prior to the Effective TimeMerger, shall be the Bycertificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law, and (ii) the by-laws of the Company, as in effect immediately prior to the Merger, shall be the by-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law, the Certificate of Incorporation of the Surviving Corporation and such By-laws.

Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the Certificate certificate of Incorporation incorporation of Merger Sub shall be amended and restated in its entirety to be identical to the Certificate of Incorporation attached hereto as Schedule 2.04(a) until thereafter amended as provided by law and such Certificate of Incorporation. (b) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the By-laws of Merger Sub, as in effect immediately prior to the Effective Time, Time shall be the Bycertificate 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 shall be the by-laws of the Surviving Corporation until thereafter amended as provided by lawin accordance with the terms thereof, the Certificate certificate of Incorporation incorporation of the Surviving Corporation and such By-lawsor as provided by applicable Law.