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

Certificate of Incorporation; By-laws. (a) At the Effective Time, subject to the provisions of Section 6.5(b), the Certificate of Incorporation of the Surviving Corporation shall be amended and restated to conform to the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, until thereafter amended as provided by Law and such Certificate of Incorporation; provided that Article I of the Certificate of Incorporation of the Surviving Corporation shall read as follows: “The name of the corporation is McAfee, Inc.” (b) At the Effective Time, subject to the provisions of Section 6.5(b), the By-laws of the Surviving Corporation shall be amended and restated to conform to the By-laws Table of Contents of Merger Sub as in effect immediately prior to the Effective Time, 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, subject to the provisions of Section 6.5(b7.07(a), the Certificate of Incorporation of the Surviving Corporation shall be amended and restated to conform to the Certificate of Incorporation of Merger SubPurchaser, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Law law and such Certificate of Incorporation; provided that 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 McAfee, Inc.”NewsEdge Corporation." (b) At Unless otherwise determined by Parent prior to the Effective Time, and subject to the provisions of Section 6.5(b7.07(a), the By-laws of the Surviving Corporation shall be amended and restated to conform to the By-laws Table of Contents of Merger Sub 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 Lawlaw, the Certificate of Incorporation of the Surviving Corporation and such By-laws.

Certificate of Incorporation; By-laws. (a) At the Effective Time, subject the Certificate of Incorporation of the Company shall be amended in the Merger to be identical to the provisions Certificate of Section 6.5(bIncorporation of Purchaser 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 shall be amended and restated to conform to the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, until thereafter amended as provided by Law and such Certificate of Incorporation; provided that Article I of the Certificate of Incorporation of the Surviving Corporation shall read as follows: “The name of the corporation is McAfee, Inc.”. (b) At Unless otherwise determined by Parent prior to the Effective Time, subject to Section 6.07, at the provisions of Section 6.5(b)Effective Time, the By-laws of the Surviving Corporation shall be amended and restated to conform to the By-laws Table of Contents of Merger Sub 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, subject the Certificate of Incorporation of the Company shall be amended in the Merger to be identical to the provisions Certificate of Section 6.5(bIncorporation 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 shall be until thereafter amended as provided by Law and restated to conform such Certificate of Incorporation. (b) Unless otherwise determined by Parent prior to the Certificate of Incorporation Effective Time, subject to Section 6.6, at the Effective Time, the By-laws of Merger Sub, as in effect immediately prior to the Effective Time, until thereafter amended as provided by Law and such Certificate of Incorporation; provided that Article I of the Certificate of Incorporation of the Surviving Corporation shall read as follows: “The name of the corporation is McAfee, Inc.” (b) At the Effective Time, subject to the provisions of Section 6.5(b), be the By-laws of the Surviving Corporation shall be amended and restated to conform to the By-laws Table of Contents of Merger Sub as in effect immediately prior to the Effective Time, 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, subject the Certificate of Incorporation of the Company shall be amended in the Merger to be identical to the provisions Certificate of Section 6.5(bIncorporation of Purchaser 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 shall be amended and restated to conform to the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, until thereafter amended as provided by Law and such Certificate of Incorporation; provided that Article I of the Certificate of Incorporation of the Surviving Corporation shall read as follows: “The name of the corporation is McAfee, Inc.”. (b) At Unless otherwise determined by Parent prior to the Effective Time, subject to Section 6.07, at the provisions of Section 6.5(b)Effective Time, the By-laws of the Surviving Corporation shall be amended and restated to conform to the By-laws Table of Contents of Merger Sub 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-By- laws.

Certificate of Incorporation; By-laws. (a) At the Effective Time, subject to the provisions of Section 6.5(b), Time the Certificate of Incorporation of the Surviving Corporation Company shall be amended and restated to conform to be the same as the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, Time until thereafter amended as provided by Law law and such Certificate of Incorporation; provided that provided, however, that, at the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation shall read as follows: “"The name of the corporation is McAfeeMayor's Jewelers, Inc.”" (b) At Unless otherwise determined by Parent prior to the Effective Time, and subject to Section 6.04(a), at the provisions of Section 6.5(b)Effective Time, the By-laws of the Surviving Corporation Company shall be amended and restated to conform to be the same as the By-laws Table of Contents of Merger Sub Sub, as in effect immediately prior to the Effective Time, Time 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, subject to the provisions of Section 6.5(b7.07(a), the Certificate of Incorporation of the Surviving Corporation shall be amended and restated to conform to the Certificate of Incorporation of Merger SubPurchaser, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Law law and such Certificate of Incorporation; provided that 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 McAfee, Rhodia-ChiRex Inc.”" (b) At Unless otherwise determined by Parent prior to the Effective Time, subject to the provisions of Section 6.5(b), the By-laws of the Surviving Corporation shall be amended and restated to conform to the By-laws Table of Contents of Merger Sub 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 Lawlaw, the Certificate of Incorporation of the Surviving Corporation and such By-laws.

Certificate of Incorporation; By-laws. (a) At the Effective Time, subject to the provisions of Section 6.5(b), Time the Certificate of Incorporation of the Surviving Corporation Company shall be amended and restated to conform to be the same as the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, Time until thereafter amended as provided by Law law and such Certificate of Incorporation; provided that provided, however, that, at the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation shall read as follows: “The name of the corporation is McAfeeMayor’s Jewelers, Inc.” (b) At Unless otherwise determined by Parent prior to the Effective Time, and subject to Section 6.04(a), at the provisions of Section 6.5(b)Effective Time, the By-laws of the Surviving Corporation Company shall be amended and restated to conform to be the same as the By-laws Table of Contents of Merger Sub Sub, as in effect immediately prior to the Effective Time, Time 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, subject to the provisions of Section 6.5(b7.07(a), the Certificate of Incorporation of the Surviving Corporation shall be amended and restated to conform to the Certificate of Incorporation of Merger SubPurchaser, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Law law and such Certificate of Incorporation; provided that 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 McAfeeNokia RNI Acquisition, Inc.”" (b) At Unless otherwise determined by Parent prior to the Effective Time, and subject to the provisions of Section 6.5(b7.07(a), the By-laws of the Surviving Corporation shall be amended and restated to conform to the By-laws Table of Contents of Merger Sub Purchaser, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation at the Effective Time until thereafter amended as provided by Lawlaw, the Certificate of Incorporation of the Surviving Corporation and such By-laws.