Common use of CERTIFICATE OF INCORPORATION; BY Clause in Contracts

CERTIFICATE OF INCORPORATION; BY. LAWS AND BOARD OF DIRECTORS OF THE SURVIVING CORPORATION. At the Effective Time of the Merger: (i) the Articles or Certificate of Incorporation of the COMPANY then in effect shall be the Articles or Certificate of Incorporation of the Surviving Corporation until changed as provided by law; (ii) the By-laws of ACQUISITION CORP. then in effect shall become the By-laws of the Surviving Corporation, with such changes, if any, as may be consistent with the laws of the State of Kansas; and subsequent to the Effective Time of the Merger, such By-laws shall be the By-laws of such Surviving Corporation until they shall thereafter be duly amended (and such By-Laws shall be amended, if necessary, to comply with this Agreement and applicable state law); (iii) the Board of Directors of the Surviving Corporation shall consist of the persons who are on the Board of Directors of the COMPANY immediately prior to the Effective Time of the Merger, provided that (x) Larry E. Darst shall be elected xx xx additional director of the Surviving Corporation as of the Effective Time and (y) the number of directors shall be reduced to take into account any directors who choose to resign as of the Effective Time; the members of the Board of Directors of the Surviving Corporation shall be entitled to hold office until the next annual meeting of the SURVIVING CORP.'s stockholders, subject to the provisions of the laws of the State of Kansas and of the Articles or Certificate of Incorporation and By-laws of the Surviving Corporation; and (iv) the officers of the COMPANY immediately prior to the Effective Time of the Merger shall continue as the officers of the Surviving Corporation in the same capacity or capacities, and effective upon the Effective Time of the Merger Larry E. Darst shall be appointex xx x Vice President of the Surviving Corporation and Gary J. Petry shall be axxxxxxxx xx xn Assistant Secretary of the Surviving Corporation, each of such officers to serve, subject to the provisions of the Articles or Certificate of Incorporation and By-laws of the Surviving Corporation, until their respective successors are duly elected and qualified.

CERTIFICATE OF INCORPORATION; BY. LAWS AND BOARD OF DIRECTORS OF THE SURVIVING CORPORATION. At the Effective Time of the Merger: (i) the Articles or Certificate of Incorporation of the COMPANY then in effect shall be the Articles or Certificate of Incorporation of the Surviving Corporation until changed as provided by law; (ii) the By-laws of ACQUISITION CORP. then in effect shall become the By-laws of the Surviving Corporation, with such changes, if any, as may be consistent with the laws of the State of KansasOregon; and subsequent to the Effective Time of the Merger, such By-laws shall be the By-laws of such Surviving Corporation until they shall thereafter be duly amended (and such By-Laws shall be amended, if necessary, to comply with this Agreement and applicable state law); (iii) the Board of Directors of the Surviving Corporation shall consist of the persons who are on the Board of Directors of the COMPANY immediately prior to the Effective Time of the Merger, provided that (x) Larry E. Darst shall be elected xx xx additional director of the Surviving Corporation as of the Effective Time and (y) the number of directors shall be reduced to take into account any directors who choose to resign as of the Effective Time; the members of the Board of Directors of the Surviving Corporation shall be entitled to hold office until the next annual meeting of the SURVIVING CORP.'s stockholders, subject to the provisions of the laws of the State of Kansas Oregon and of the Articles or Certificate of Incorporation and By-laws of the Surviving Corporation; and (iv) the officers of the COMPANY immediately prior to the Effective Time of the Merger shall continue as the officers of the Surviving Corporation in the same capacity or capacities, and effective upon the Effective Time of the Merger Larry E. Darst shall be appointex appointxx xx x Vice Xxxx President of the Surviving Corporation and Gary J. Petry shall be axxxxxxxx apxxxxxxx xx xn xx Assistant Secretary of the Surviving Corporation, each of such officers to serve, subject to the provisions of the Articles or Certificate of Incorporation and By-laws of the Surviving Corporation, until their respective successors are duly elected and qualified.

CERTIFICATE OF INCORPORATION; BY. LAWS AND BOARD OF DIRECTORS OF THE SURVIVING CORPORATION. At the Effective Time of the Merger: (i) the Articles or Certificate of Incorporation of the COMPANY then in effect shall be the Articles or Certificate of Incorporation of the Surviving Corporation until changed as provided by law; (ii) the By-laws of ACQUISITION CORP. then in effect shall become the By-laws of the Surviving Corporation, with such changes, if any, as may be consistent with the laws of the State of KansasArkansas; and subsequent to the Effective Time of the Merger, such By-laws shall be the By-laws of such Surviving Corporation until they shall thereafter be duly amended (and such By-Laws shall be amended, if necessary, to comply with this Agreement and applicable state law); (iii) the Board of Directors of the Surviving Corporation shall consist of the persons who are on the Board of Directors of the COMPANY immediately prior to the Effective Time of the Merger, provided that (x) Larry E. Darst shall be elected xx xx additional director of the Surviving Corporation as of the Effective Time and (y) the number of directors shall be reduced to take into account any directors who choose to resign as of the Effective Time; the members of the Board of Directors of the Surviving Corporation shall be entitled to hold office until the next annual meeting of the SURVIVING CORP.'s stockholders, subject to the provisions of the laws of the State of Kansas Arkansas and of the Articles or Certificate of Incorporation and By-laws of the Surviving Corporation; and (iv) the officers of the COMPANY immediately prior to the Effective Time of the Merger shall continue as the officers of the Surviving Corporation in the same capacity or capacities, and effective upon the Effective Time of the Merger Larry E. Darst shall be appointex appointxx xx x Vice Xxxx President of the Surviving Corporation and Gary J. Petry shall be axxxxxxxx apxxxxxxx xx xn xx Assistant Secretary of the Surviving Corporation, each of such officers to serve, subject to the provisions of the Articles or Certificate of Incorporation and By-laws of the Surviving Corporation, until their respective successors are duly elected and qualified.

CERTIFICATE OF INCORPORATION; BY. LAWS AND BOARD OF DIRECTORS OF THE SURVIVING CORPORATION. At the Effective Time of the Merger: (i) the Articles or Certificate of Incorporation of the COMPANY then in effect shall be the Articles or Certificate of Incorporation of the Surviving Corporation until changed as provided by law; (ii) the By-laws of ACQUISITION CORP. then in effect shall become the By-laws of the Surviving Corporation, with such changes, if any, as may be consistent with the laws of the State of KansasTexas; and subsequent to the Effective Time of the Merger, such By-laws Bylaws shall be the By-laws of such Surviving Corporation until they shall thereafter be duly amended (and such By-Laws shall be amended, if necessary, to comply with this Agreement and applicable state law); (iii) the Board of Directors of the Surviving Corporation shall consist of the persons who are on the Board of Directors of the COMPANY immediately prior to the Effective Time of the Merger, provided that (x) Larry E. Darst shall be elected xx xx additional director of the Surviving Corporation as of the Effective Time and (y) the number of directors shall be reduced to take into account any directors who choose to resign as of the Effective Time; the members of the Board of Directors of the Surviving Corporation shall be entitled to hold office until the next annual meeting of the SURVIVING CORP.'s stockholders, subject to the provisions of the laws of the State of Kansas Texas and of the Articles or Certificate of Incorporation and By-laws of the Surviving Corporation; and (iv) the officers of the COMPANY immediately prior to the Effective Time of the Merger shall continue as the officers of the Surviving Corporation in the same capacity or capacities, and effective upon the Effective Time of the Merger Larry E. Darst shall be appointex appointxx xx x Vice Xxxx President of the Surviving Corporation and Gary J. Petry shall be axxxxxxxx apxxxxxxx xx xn xx Assistant Secretary of the Surviving Corporation, each of such officers to serve, subject to the provisions of the Articles or Certificate of Incorporation and By-laws of the Surviving Corporation, until their respective successors are duly elected and qualified.

CERTIFICATE OF INCORPORATION; BY. LAWS AND BOARD OF DIRECTORS OF THE SURVIVING CORPORATION. At the Effective Time of the Merger: (i) the Articles or Certificate of Incorporation of the COMPANY then in effect shall be the Articles or Certificate of Incorporation of the Surviving Corporation until changed as provided by law; (ii) the By-laws of ACQUISITION CORP. then in effect shall become the By-laws of the Surviving Corporation, with such changes, if any, as may be consistent with the laws of the State of KansasTexas; and subsequent to the Effective Time of the Merger, such By-laws shall be the By-laws of such Surviving Corporation until they shall thereafter be duly amended (and such By-Laws shall be amended, if necessary, to comply with this Agreement and applicable state law); (iii) the Board of Directors of the Surviving Corporation shall consist of the persons who are on the Board of Directors of the COMPANY immediately prior to the Effective Time of the Merger, provided that (x) Larry E. Darst shall be elected xx xx additional director of the Surviving Corporation as of the Effective Time and (y) the number of directors shall be reduced to take into account any directors who choose to resign as of the Effective Time; the members of the Board of Directors of the Surviving Corporation shall be entitled to hold office until the next annual meeting of the SURVIVING CORP.'s stockholders, subject to the provisions of the laws of the State of Kansas Texas and of the Articles or Certificate of Incorporation and By-laws of the Surviving Corporation; and (iv) the officers of the COMPANY immediately prior to the Effective Time of the Merger shall continue as the officers of the Surviving Corporation in the same capacity or capacities, and effective upon the Effective Time of the Merger Larry E. Darst shall be appointex appointxx xx x Vice Xxxx President of the Surviving Corporation and Gary J. Petry shall be axxxxxxxx apxxxxxxx xx xn xx Assistant Secretary of the Surviving Corporation, each of such officers to serve, subject to the provisions of the Articles or Certificate of Incorporation and By-laws of the Surviving Corporation, until their respective successors are duly elected and qualified.

CERTIFICATE OF INCORPORATION; BY. LAWS AND BOARD OF DIRECTORS OF THE SURVIVING CORPORATION. At the Effective Time of the MergerMergers: (a) In connection with Merger I: (i) the Articles or Certificate of Incorporation of NEWCO I then in effect shall become the Certificate of Incorporation of the COMPANY then in effect Merger I Surviving Corporation, except that the Merger I Surviving Corporation's name shall be Direct Mail Services, Inc.; and subsequent to the Effective Time of Merger I, such Certificate of Incorporation shall be the Articles or Certificate of Incorporation of the Merger I Surviving Corporation until changed as provided by law; (ii) the By-laws of ACQUISITION CORP. NEWCO I then in effect shall become the By-laws of the Merger I Surviving Corporation, with such changes, if any, as may be consistent with the laws of the State of Kansas; and subsequent to the Effective Time of the MergerMerger I, such By-laws shall be the By-laws of such the Merger I Surviving Corporation until they shall thereafter be duly amended (and such By-Laws shall be amended, if necessary, to comply with this Agreement and applicable state law); (iii) the Board of Directors of the Merger I Surviving Corporation shall consist of the persons who are listed on the Schedule 1.3(iii) hereto. The Board of Directors of the COMPANY immediately prior to the Effective Time of the Merger, provided that (x) Larry E. Darst shall be elected xx xx additional director of the Surviving Corporation as of the Effective Time and (y) the number of directors shall be reduced to take into account any directors who choose to resign as of the Effective Time; the members of the Board of Directors of the Merger I Surviving Corporation shall be entitled to hold office until the next annual meeting of the SURVIVING CORP.'s stockholders, subject to the provisions of the laws of the State of Kansas and of the Articles or Certificate of Incorporation and By-laws of the Surviving Corporation; andof (iv) the officers of the COMPANY immediately prior to the Effective Time of the Merger shall continue as the officers of the I Surviving Corporation in the same capacity or capacities, and effective upon the Effective Time of the Merger Larry E. Darst shall be appointex xx x Vice President of the Surviving Corporation and Gary J. Petry shall be axxxxxxxx xx xn Assistant Secretary of the Surviving Corporationpersons set forth on Schedule 1.3(iv)(a) hereto, each of such officers to serve, subject to the provisions of the Articles or Certificate of Incorporation and By-laws of the Merger I Surviving Corporation, until their respective successors are such officer's successor is duly elected and qualified. (b) In connection with Merger II: (i) the Certificate of Incorporation of NEWCO II then in effect shall become the Certificate of Incorporation of Merger II Surviving Corporation except that the Merger II Surviving Corporation's name shall be First Class Presort, Inc.; and subsequent to the Effective Time of Merger II, such Certificate of Incorporation shall be the Certificate of Incorporation of the Merger II Surviving Corporation until changed as provided by law; (ii) the By-laws of NEWCO II then in effect shall become the By-laws of the Merger II Surviving Corporation; and subsequent to the Effective Time of Merger II, such By-laws shall be the By-laws of the Merger II Surviving Corporation until they shall thereafter be duly amended; (iii) the Board of Directors of the Merger II Surviving Corporation shall consist of the persons listed on Schedule 1.3(iii) hereto. The Board of Directors of the Merger II Surviving Corporation shall hold office subject to the provisions of the laws of the State of New Jersey and of the Certificate of Incorporation and By-laws of the Merger II Surviving Corporation. (iv) the officers of the Merger II Surviving Corporation shall be the persons set forth on Schedule 1.3(iv)(b) hereto, each of such officers to serve, subject to the provisions of the Certificate of Incorporation and By-laws of the Merger II Surviving Corporation, until such officer's successor is duly elected and qualified. (c) In connection with Merger III:

CERTIFICATE OF INCORPORATION; BY. LAWS AND BOARD OF DIRECTORS OF THE SURVIVING CORPORATION. At the Effective Time of the Merger: (i) the Articles or Certificate of Incorporation of the COMPANY then in effect shall be the Articles or Certificate of Incorporation of the Surviving Corporation until changed as provided by law; (ii) the By-laws of ACQUISITION CORP. then in effect shall become the By-laws of the Surviving Corporation, with such changes, if any, as may be consistent with the laws of the State Commonwealth of KansasVirginia; and subsequent to the Effective Time of the Merger, such By-laws shall be the By-laws of such Surviving Corporation until they shall thereafter be duly amended (and such By-Laws shall be amended, if necessary, to comply with this Agreement and applicable state law); (iii) the Board of Directors of the Surviving Corporation shall consist of the persons who are on the Board of Directors of the COMPANY immediately prior to the Effective Time of the Merger, provided that (x) Larry E. Darst shall be elected xx xx additional director of the Surviving Corporation as of the Effective Time and (y) the number of directors shall be reduced to take into account any directors who choose to resign as of the Effective Time; the members of the Board of Directors of the Surviving Corporation shall be entitled to hold office until the next annual meeting of the SURVIVING CORP.'s stockholders, subject to the provisions of the laws of the State Commonwealth of Kansas Virginia and of the Articles or Certificate of Incorporation and By-laws of the Surviving Corporation; and (iv) the officers of the COMPANY immediately prior to the Effective Time of the Merger shall continue as the officers of the Surviving Corporation in the same capacity or capacities, and effective upon the Effective Time of the Merger Larry E. Darst shall be appointex appointxx xx x Vice Xxxx President of the Surviving Corporation and Gary J. Petry shall be axxxxxxxx apxxxxxxx xx xn xx Assistant Secretary of the Surviving Corporation, each of such officers to serve, subject to the provisions of the Articles or Certificate of Incorporation and By-laws of the Surviving Corporation, until their respective successors are duly elected and qualified.