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 so as to read in its entirety as is set forth on Exhibit A annexed hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by law. (b) At the Effective Time, the parties hereto shall take all necessary action so that the Bylaws of the Company shall be amended and restated to conform to the Bylaws of Merger Sub in effect immediately prior to the Effective Time. As so restated and amended, such Bylaws shall be the Bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable law.

Certificate of Incorporation; By-laws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of the CompanyMerger Sub, as in effect immediately prior to the Effective Time, shall be amended so as to read in its entirety as is set forth on Exhibit A annexed hereto, and, as so amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by law.law and such Certificate of Incorporation; provided, however, that, at the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: “The name of the corporation is STATS ChipPAC, Inc.” (b) At the Effective Time, the parties hereto shall take all necessary action so that the Bylaws of the Company shall be amended and restated to conform to the Bylaws By-laws of Merger Sub Sub, as in effect immediately prior to the Effective Time. As so restated and amended, such Bylaws shall be the Bylaws By-laws of the Surviving Corporation until thereafter 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 the Company, as in effect immediately prior to the Effective Time, shall be amended so as to read in its entirety in the form of the certificate of incorporation of Merger Sub, as is set forth on Exhibit A annexed heretoin effect immediately prior to the Effective Time, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and or as provided by law. (b) At the Effective Time, and without any further action on the parties hereto shall take all necessary action so that the Bylaws part of the Company shall be amended and restated to conform to Merger Sub, the Bylaws by-laws of Merger Sub the Company, as in effect immediately prior to the Effective Time. As , shall be amended so restated and as to read in their entirety in the form of the by-laws of Merger Sub, and, as so amended, such Bylaws shall be the Bylaws by-laws of the Surviving Corporation until thereafter amended in accordance with their terms, the certificate of incorporation of the Surviving Corporation or as provided therein or by applicable law.

Certificate of Incorporation; By-laws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of the CompanyMerger Sub, as in effect immediately prior to the Effective Time, shall be amended so as to read in its entirety as is set forth on Exhibit A annexed hereto, and, as so amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by lawlaw and such Certificate of Incorporation; provided, however, that at the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the Corporation is Infinity Broadcasting Corporation." (b) At the Effective Time, the parties hereto shall take all necessary action so that the Bylaws of the Company shall be amended and restated to conform to the Bylaws By-laws of Merger Sub Sub, as in effect immediately prior to the Effective Time. As so restated and amended, such Bylaws shall be the Bylaws By-laws of the Surviving Corporation until thereafter 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 Certificate of incorporation Incorporation of the CompanyMerger Sub, as in effect immediately prior to the Effective Time, shall be amended so as to read in its entirety as is set forth on Exhibit A annexed hereto, and, as so amended, shall be the certificate Certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by law. (b) At the Effective Time, the parties hereto shall take all necessary action so that the Bylaws of the Company shall be amended and restated to conform to the Bylaws of Merger Sub in effect immediately prior to the Effective Time. As so restated and amended, such Bylaws shall be the Bylaws Incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable lawDelaware Law and such Certificate of Incorporation; provided, however, that Section 1 of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is 'Involve Acquisition, Inc."' (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.

Certificate of Incorporation; By-laws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of the Company shall be amended in the Merger to be identical to the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time (except that such Certificate of Incorporation shall be amended to provide the name of the Surviving Corporation shall be the name of the Company), and 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 Merger Sub, as in effect immediately prior to the Effective Time, shall be amended so as to read in its entirety as is set forth on Exhibit A annexed hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by law. (b) At the Effective Time, the parties hereto shall take all necessary action so that the Bylaws of the Company shall be amended and restated to conform to the Bylaws of Merger Sub in effect immediately prior to the Effective Time. As so restated and amended, such Bylaws shall be the Bylaws By-laws of the Surviving Corporation until thereafter amended as provided therein or by applicable lawLaw, the 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 CompanyMerger Sub, as in effect immediately prior to the Effective Time, shall be amended so as to read in its entirety as is set forth on Exhibit A annexed hereto, and, as so amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by law.Law and such Certificate of Incorporation; provided, however, that, at the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: “The name of the corporation is SeaBright Holdings, Inc.” (b) At the Effective Time, the parties hereto shall take all necessary action so that the Bylaws of the Company shall be amended and restated to conform to the Bylaws By-laws of Merger Sub Sub, as in effect immediately prior to the Effective Time. As so restated and amended, such Bylaws shall be the Bylaws By-laws of the Surviving Corporation until thereafter amended as provided therein or by applicable lawLaw, the Certificate of Incorporation of the Surviving Corporation and such By-laws. (c) Notwithstanding anything in this Agreement to the contrary, the Certificate of Incorporation and the By-Laws of the Surviving Corporation will include the provisions required by Section 6.06(b).

Certificate of Incorporation; By-laws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of the CompanyMerger Sub, as in effect immediately prior to the Effective Time, shall be amended so as to read in its entirety as is set forth on Exhibit A annexed hereto, and, as so amended, shall be the certificate Articles of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by law.law and such Articles of Incorporation; provided, however, that, at the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Western Goldfields, Inc." (b) At the Effective Time, the parties hereto shall take all necessary action so that the Bylaws of the Company shall be amended and restated to conform to the Bylaws By-laws of Merger Sub Sub, as in effect immediately prior to the Effective Time. As so restated and amended, such Bylaws shall be the Bylaws By-laws of the Surviving Corporation until thereafter amended as provided therein or by applicable law, the Articles of Incorporation of the Surviving Corporation and such By-laws.

Certificate of Incorporation; By-laws. (a) At the Effective Time, (a) the certificate of incorporation of the Company, Company shall be amended so as to conform to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, shall be amended so as to read in its entirety as is set forth on Exhibit A annexed hereto, and, and as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its the terms and thereof or as provided by law. applicable Law, and (b) At immediately following the Effective Time, the parties hereto shall take all necessary action so that the Bylaws board of directors of the Company Surviving Corporation shall be amended and restated to adopt by-laws of the Surviving Corporation that conform to the Bylaws by-laws of Merger Sub as in effect immediately prior to the Effective Time. As so restated and amended, such Bylaws shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by Law, by the terms of the certificate of incorporation of the Surviving Corporation and by the terms of such by-laws, provided, however, in each case, that the name of the corporation set forth therein or by applicable lawshall be changed to the name of the Company.

Certificate of Incorporation; By-laws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of the CompanyMerger Sub, as in effect immediately prior to the Effective Time, shall be amended so as to read in its entirety as is set forth on Exhibit A annexed hereto, and, as so amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by lawLaw and such Certificate of Incorporation; provided, however, that, at the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is UtiliQuest Holdings Corp.". (b) At the Effective Time, the parties hereto shall take all necessary action so that the Bylaws of the Company shall be amended and restated to conform to the Bylaws By-Laws of Merger Sub Sub, as in effect immediately prior to the Effective Time. As so restated and amended, such Bylaws shall be the Bylaws By-Laws of the Surviving Corporation until thereafter amended as provided therein or by applicable lawLaw, the Certificate of Incorporation of the Surviving Corporation and such By-Laws.

Certificate of Incorporation; By-laws. (a) At the Effective Time, the certificate Articles of incorporation Incorporation of the CompanyMerger Sub, as in effect immediately prior to the Effective Time, shall be amended so as to read in its entirety as is set forth on Exhibit A annexed hereto, and, as so amended, shall be the certificate Articles of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by lawlaw and such Articles of Incorporation; provided, however, that, at the Effective Time, Article I of the Articles of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the Corporation is Xxxxx Xxxxx Sons Company." (b) At the Effective Time, the parties hereto shall take all necessary action so that the Bylaws of the Company shall be amended and restated to conform to the Bylaws By-Laws of Merger Sub Sub, as in effect immediately prior to the Effective Time. As so restated and amended, such Bylaws shall be the Bylaws By-Laws of the Surviving Corporation until thereafter amended as provided therein or by applicable law, the Articles 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 CompanyMerger Sub, as in effect immediately prior to the Effective Time, shall be amended so as to read in its entirety as is set forth on Exhibit A annexed hereto, and, as so amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by lawLaw and such Certificate of Incorporation; provided, however, that, at the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: “The name of the corporation is First Mercury Financial Corporation.” (b) At the Effective Time, the parties hereto shall take all necessary action so that the Bylaws of the Company shall be amended and restated to conform to the Bylaws By-laws of Merger Sub Sub, as in effect immediately prior to the Effective Time. As so restated and amended, such Bylaws shall be the Bylaws By-laws of the Surviving Corporation until thereafter amended as provided therein or by applicable law, the Certificate of Incorporation of the Surviving Corporation and such By-laws. (c) Notwithstanding anything in this Agreement to the contrary, the Certificate of Incorporation and the By-Laws of the Surviving Corporation will include the provisions required by Section 6.06 (a);

Certificate of Incorporation; By-laws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of the CompanyMerger Sub, as in effect immediately prior to the Effective Time, shall be amended so as to read in its entirety as is set forth on Exhibit A annexed hereto, and, as so amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by law.law and such Certificate of Incorporation; PROVIDED, HOWEVER, that, at the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is STATS ChipPAC, Inc." (b) At the Effective Time, the parties hereto shall take all necessary action so that the Bylaws of the Company shall be amended and restated to conform to the Bylaws By-laws of Merger Sub Sub, as in effect immediately prior to the Effective Time. As so restated and amended, such Bylaws shall be the Bylaws By-laws of the Surviving Corporation until thereafter 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 TimeTime of the Merger, and without any further action on the part of the Company or Sub, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended so as to read in its entirety as is set forth on Exhibit A annexed hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by law. (b) At the Effective Time, the parties hereto shall take all necessary action so that the Bylaws of the Company shall be amended and restated to conform to in the Bylaws of Merger Sub in effect immediately prior to form attached hereto as Exhibit A (the Effective Time. As so restated "Amended and amendedRestated Company Charter"), such Bylaws which Amended and Restated Company Charter shall be the Bylaws certificate of incorporation of the Surviving Corporation 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.

Certificate of Incorporation; By-laws. (a) At From and after the Effective Time, the certificate Certificate of incorporation Incorporation of the CompanySurviving Corporation shall be the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time until thereafter amended in accordance with its terms and as provided by applicable Law and this Agreement, except that, as of the Effective Time, Article I of such Certificate of Incorporation shall be amended to read as follows: "The name of the Corporation is `Rymex Xxxds, Inc.'". (b) From and after the Effective Time, the By-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be amended so as to read in its entirety as is set forth on Exhibit A annexed hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by law. (b) At the Effective Time, the parties hereto shall take all necessary action so that the Bylaws of the Company shall be amended and restated to conform to the Bylaws of Merger Sub in effect immediately prior to the Effective Time. As so restated and amended, such Bylaws shall be the Bylaws By-laws of the Surviving Corporation until thereafter amended as provided therein or by applicable lawLaw, the 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 CompanyCompany shall be amended in the Merger to be identical to the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time (except that such Certificate of Incorporation shall be amended to provide the name of the Surviving Corporation shall be Applied Innovation Inc.), and 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 Merger Sub, as in effect immediately prior to the Effective Time, shall be amended so as to read in its entirety as is set forth on Exhibit A annexed hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by law. (b) At the Effective Time, the parties hereto shall take all necessary action so that the Bylaws of the Company shall be amended and restated to conform to the Bylaws of Merger Sub in effect immediately prior to the Effective Time. As so restated and amended, such Bylaws shall be the Bylaws By-laws of the Surviving Corporation until thereafter amended as provided therein or by applicable lawLaw, the 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 CompanyMerger Sub, as in effect immediately prior to the Effective Time, shall be amended so as to read in its entirety as is set forth on Exhibit A annexed hereto, and, as so amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by law.law and such Certificate of Incorporation; provided, however, that, at the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is STATS ChipPAC, Inc." (b) At the Effective Time, the parties hereto shall take all necessary action so that the Bylaws of the Company shall be amended and restated to conform to the Bylaws By-laws of Merger Sub Sub, as in effect immediately prior to the Effective Time. As so restated and amended, such Bylaws shall be the Bylaws By-laws of the Surviving Corporation until thereafter 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 of incorporation of the Company, Company shall be amended by virtue of the Merger shall be amended by virtue of the Merger to become the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, shall be amended so as to read in its entirety as is set forth on Exhibit A annexed hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its the terms and thereof or as provided by law. applicable Law, and (b) At the Effective Time, the parties hereto shall take all necessary action so that the Bylaws by-laws of the Company shall be amended and restated by virtue of the Merger to conform to become the Bylaws by-laws of Merger Sub as in effect immediately prior to the Effective Time. As so restated and amended, such Bylaws which shall be the Bylaws by-laws of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided therein or by applicable lawLaw.

Certificate of Incorporation; By-laws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of the CompanyMerger Sub, as in effect immediately prior to the Effective Time, shall be amended so as to read in its entirety as is set forth on Exhibit A annexed hereto, and, as so amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by lawlaw and such Certificate of Incorporation; provided, however, that, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the Corporation is Art.xxx, Xxc." (b) At the Effective Time, the parties hereto shall take all necessary action so that the Bylaws of the Company shall be amended and restated to conform to the Bylaws By-Laws of Merger Sub Sub, as in effect immediately prior to the Effective Time. As so restated and amended, such Bylaws shall be the Bylaws By-Laws of the Surviving Corporation until thereafter 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 From and after the Effective Time, the certificate Certificate of incorporation Incorporation of the CompanySurviving Corporation shall be the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time until thereafter amended in accordance with its terms and as provided by applicable Law and this Agreement, except that, as of the Effective Time, Article I of such Certificate of Incorporation shall be amended to read as follows: "The name of the Corporation is 'Xxxxx Foods, Inc.'". (b) From and after the Effective Time, the By-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be amended so as to read in its entirety as is set forth on Exhibit A annexed hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by law. (b) At the Effective Time, the parties hereto shall take all necessary action so that the Bylaws of the Company shall be amended and restated to conform to the Bylaws of Merger Sub in effect immediately prior to the Effective Time. As so restated and amended, such Bylaws shall be the Bylaws By-laws of the Surviving Corporation until thereafter amended as provided therein or by applicable lawLaw, the Certificate of 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 CompanyMerger Sub, as in effect immediately prior to the Effective Time, shall be amended so as to read in its entirety as is set forth on Exhibit A annexed hereto, and, as so amended, shall be the certificate Certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by law. (b) At the Effective Time, the parties hereto shall take all necessary action so that the Bylaws of the Company shall be amended and restated to conform to the Bylaws of Merger Sub in effect immediately prior to the Effective Time. As so restated and amended, such Bylaws shall be the Bylaws Incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable lawLaw and such Certificate of Incorporation; provided, however, that, at the Effective Time, -------- ------- Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Xxxx Systems, Inc." (b) Unless otherwise determined by Parent prior to 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.