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, shall be amended as set forth in Exhibit A. The Certificate of Incorporation of the Company, as so amended at the Effective Time, 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 Purchaser, 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 the Company, as in effect immediately prior to the Effective Time, Company shall be amended so as set forth to read in the form of Exhibit A. The Certificate of Incorporation of the CompanyA hereto and, as so amended at the Effective Timeamended, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law Law and such Certificate of Incorporation. (b) The At the Effective Time, the By-laws of Purchaserthe Company shall be amended so as to read in the form of Exhibit B hereto and, as in effect immediately prior to the Effective Timeso amended, shall be the By-laws of the Surviving Corporation until thereafter amended as provided by lawLaw, the Certificate of Incorporation of the Surviving Corporation and such By-laws.

Certificate of Incorporation; By-laws. (a) At the Effective Time, and without any further action on the Certificate of Incorporation part of the CompanyCompany or Merger Sub (a) the certificate of incorporation of the Company shall be amended so as to read in its entirety as set forth in Exhibit B, 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, shall be amended as set forth in Exhibit A. The Certificate of Incorporation of the Company, as so amended at the Effective Time, Time 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 Purchaser, as in effect immediately prior to the Effective Time, shall be the Byby-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.

Certificate of Incorporation; By-laws. (a) At the Effective Time, the The Certificate of Incorporation of the Company, Company as in effect immediately prior to the Effective Time, Time shall be amended as of the Effective Time to be and read in its entirety in the form set forth in Exhibit A. The 1.05(a) and, as so amended, such Restated Certificate of Incorporation of the Company, as so amended at the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided therein or by law and such Certificate of Incorporationlaw. (b) The At the Effective Time, the By-laws of PurchaserMerger 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 The Certificate of Incorporation of the CompanyAcquisition Sub, as in effect immediately prior to the Effective TimeTime (annexed hereto as Exhibit B), shall be amended as set forth in Exhibit A. The Certificate of Incorporation of the Company, as so amended at the Effective Time, shall be remain the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such law, except that the Certificate of Incorporation.Incorporation shall be amended to change the name of the Surviving Corporation to “Mossimo, Inc.” (b) The By-laws Laws of PurchaserAcquisition Sub, as in effect immediately prior to the Effective TimeTime (annexed hereto as Exhibit C), shall be remain the By-laws Laws of the Surviving Corporation until thereafter amended as provided by law, law or by the Certificate of Incorporation or By-Laws of the Surviving Corporation and such By-lawsCorporation.

Certificate of Incorporation; By-laws. (a) At Unless otherwise determined prior to the Effective Time, at the Effective Time the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, Company shall be amended and restated as set forth in Exhibit A. The 2.04 hereto and such Certificate of Incorporation of the CompanyIncorporation, as so amended at the Effective Timeand restated, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation. (b) The Unless otherwise determined by Purchaser prior to the Effective Time, the By-laws of Purchaserthe Company, 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 the Company, as in effect immediately prior to the Effective Time, Company shall be amended as set forth restated in Exhibit A. The Certificate of Incorporation of the Company, as so amended at the Effective Time, form acceptable to Purchaser and shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation; provided, however, that such restated Certificate of Incorporation shall be in accordance with the provisions of Section 6.07 hereof. (b) The By-laws of Purchaser, 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 the Company, as in effect immediately prior to the Effective Time, Company shall be amended as set forth restated in Exhibit A. The Certificate of Incorporation of the Company, as so amended at the Effective Time, a form acceptable to Purchaser and shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation; provided, however, that such restated Certificate of Incorporation shall be in accordance with the provisions of Section 6.07 hereof. (b) The By-laws of Purchaser, 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, Time the Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended as set forth in Exhibit A. The Certificate of Incorporation of the Company, as so amended at the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation. (b) The Unless otherwise determined by Fairfax prior to the Effective Time, at the Effective Time the By-laws Laws of Purchaserthe Company, as in effect immediately prior to the Effective Time, shall shall, subject to Section 6.06(a) of this Agreement, 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 of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended as set forth to be in the form of Exhibit A. The Certificate of Incorporation of the Company, A and as so amended at the Effective Timeamended, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by law and such Certificate of Incorporation.applicable Law; and (b) The Bythe by-laws of PurchaserMerger Sub, as in effect immediately prior to the Effective Time, shall be the Byby-laws of the Surviving Corporation until thereafter amended as provided by lawin accordance with applicable Law, the Certificate of Incorporation of the Surviving Corporation and such Byby-laws.

Certificate of Incorporation; By-laws. Pursuant to the Merger, (ax) At the Effective Time, Amended and Restated Certificate of Incorporation of the Company shall be amended in the form of the Certificate of Incorporation of the CompanyPurchaser, as in effect immediately prior to the Effective Time, shall be amended as set forth in Exhibit A. The Certificate of Incorporation of the Company, as so amended at the Effective Time, and shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Amended and Restated Certificate of Incorporation. , and (by) The the By-laws of Purchaser, 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 Amended and Restated Certificate of Incorporation of the Surviving Corporation and such By-laws.

Certificate of Incorporation; By-laws. (a) At the Effective Time, the Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, Company shall be amended as set forth restated in Exhibit A. The Certificate of Incorporation of the Company, as so amended at the Effective Time, a form acceptable to Purchaser and shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation; provided, however, that such restated Certificate of Incorporation shall be in accordance with the provisions of Section 6.07 hereof. (b) The By-laws of Purchaser, 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 The Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be attached as Exhibit B hereto, as amended as set forth in Exhibit A. The by the Certificate of Incorporation of the Company, as so amended at the Effective TimeMerger, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until thereafter amended as provided by in accordance with applicable law and such Certificate of Incorporation. (b) The By-laws Laws of Purchaserthe Company, as in effect immediately prior to the Effective Time, attached as Exhibit C hereto, shall be the By-laws Laws of the Surviving Corporation from and after the Effective Time until thereafter amended as provided by in accordance with applicable law, the Certificate of Incorporation of the Surviving Corporation and such By-lawsLaws.

Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the Company, Merger Sub as in effect immediately prior to the Effective Time, shall be amended as set forth in Exhibit A. The Certificate of Incorporation of the Company, as so amended at the Effective Time, Time shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by law and such Certificate applicable Law; provided, however, that at the Effective Time the certificate of Incorporationincorporation of the Surviving Corporation shall be amended so that the name of the Surviving Corporation shall be “Comverge, Inc.”. (b) The ByAt the Effective Time, the by-laws of Purchaser, Merger Sub as in effect immediately prior to the Effective Time, Time shall be the Byby-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by law, the Certificate of Incorporation of 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, shall be attached as Exhibit B hereto, as amended as set forth in Exhibit A. The by the Certificate of Incorporation of the Company, as so amended at the Effective TimeMerger, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until thereafter amended as provided by in accordance with applicable law and such Certificate of Incorporation. (b) The By-laws Laws of Purchaserthe Company, as in effect immediately prior to the Effective Time, attached as Exhibit C hereto, shall be the By-laws Laws of the Surviving Corporation from and after the Effective Time until thereafter amended as provided by in accordance with applicable law, the Certificate of Incorporation of the Surviving Corporation and such By-lawsLaws.

Certificate of Incorporation; By-laws. (a) a. At the Effective Time, subject and giving effect to Section 6.06(a), the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended as set forth in Exhibit A. The Certificate of Incorporation of the Company, as so amended at the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation. (b) The b. Unless otherwise determined by Parent prior to the Effective Time, and subject and giving effect to Section 6.06(a), at the Effective Time, the By-laws of PurchaserMerger 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 the CompanySurviving Corporation shall be amended in its entirety to read as the certificate of incorporation of Purchaser in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable law. (b) Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the By-laws of the Surviving Corporation shall be amended and restated in their entirety to read as the bylaws of Purchaser as in effect immediately prior to the Effective Time, shall be amended as set forth in Exhibit A. The Certificate of Incorporation of the Company, as so amended at the Effective 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 Incorporationapplicable law. (b) The By-laws of Purchaser, 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 The certificate of Incorporation ------------------------------------- incorporation of the Company, Company as in effect immediately prior to the Effective TimeTime shall, shall in accordance with the terms thereof and the DGCL, be amended as set forth and restated in Exhibit A. The Certificate of Incorporation of form and substance reasonably satisfactory to the Companyparties and, as so amended at the Effective Timeamended, shall be the Certificate certificate of Incorporation 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 PurchaserMergerCo, as in effect immediately prior to the Effective Time, shall be the Byby-laws of the Surviving Corporation until thereafter amended as provided by applicable 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, the Certificate certificate of Incorporation incorporation of Merger Sub, as in effect immediately prior to the Effective Time (provided that the form and substance thereof shall be reasonably acceptable to the Company), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by law. (a) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the by-laws of the Company, as in effect immediately prior to the Effective Time, shall be amended as set forth in Exhibit A. The Certificate of Incorporation of the Company, as so amended at the Effective Time, 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 Purchaser, as in effect immediately prior to the Effective Time, shall be the Byby-laws of the Surviving Corporation until thereafter amended as provided by lawin accordance with their terms, the Certificate certificate of Incorporation incorporation of the Surviving Corporation and such By-lawsas provided by law.

Certificate of Incorporation; By-laws. (a) a. At the Effective Time, subject and giving effect to Section 6.06(a), the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended as set forth in Exhibit A. The Certificate of Incorporation of the Company, as so amended at the Effective Time, 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 b. Unless otherwise determined by Parent prior to the Effective Time, and subject and giving effect to Section 6.06(a), at the Effective Time, the By‑laws of PurchaserMerger Sub, as in effect immediately prior to the Effective Time, shall be the By-laws By‑laws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such By-lawsBy‑laws.

Certificate of Incorporation; By-laws. (a) At the Effective Time, , (a) the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended as set forth to be in Exhibit A. The Certificate the form of Incorporation of the Company, EXHIBIT A and as so amended at the Effective Timeamended, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by law and such Certificate of Incorporation.applicable Law; and (b) The Bythe by-laws of PurchaserMerger Sub, as in effect immediately prior to the Effective Time, shall be the Byby-laws of the Surviving Corporation until thereafter amended as provided by lawin accordance with applicable Law, the Certificate of Incorporation of the Surviving Corporation and such Byby-laws.

Certificate of Incorporation; By-laws. Pursuant to the ------------------------------------- Merger, (ax) At the Effective Time, Amended and Restated Certificate of Incorporation of the Company shall be amended in the form of the Certificate of Incorporation of the CompanyPurchaser, as in effect immediately prior to the Effective Time, shall be amended as set forth in Exhibit A. The Certificate of Incorporation of the Company, as so amended at the Effective Time, and shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Amended and Restated Certificate of Incorporation. , and (by) The the By-laws of PurchaserPur- chaser, as in effect immediately prior to the Effective Time, shall be the By-By- laws of the Surviving Corporation until thereafter amended as provided by law, the Amended and Restated Certificate of Incorporation of the Surviving Corporation and such By-laws.

Certificate of Incorporation; By-laws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated to read in its entirety as set forth in Exhibit A. The Certificate of Incorporation of the CompanyD attached hereto and, as so amended at the Effective Timeand restated, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by law and such Certificate of IncorporationLaw. (b) The ByAt the Effective Time, the by-laws of Purchaser, as in effect immediately prior to the Effective Time, shall be the Byby-laws of the Surviving Corporation until thereafter amended as provided by lawLaw, the Certificate certificate of Incorporation incorporation of the Surviving Corporation and Corporation, such Byby-laws, and this Agreement.