Common use of CERTIFICATE OF INCORPORATION; BY Clause in Contracts

CERTIFICATE OF INCORPORATION; BY. laws; Directors and Officers. (a) The certificate of incorporation of Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation (the "Certificate of Incorporation") from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law. (b) The by-laws of Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, shall be the by-laws of the Surviving Corporation (the "By-laws") from and after the Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law. (c) The individuals identified on Exhibit C hereto under the heading "Directors" shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws. The individuals identified on Exhibit C hereto under the heading "Officers" shall, from and after the Effective Time, be the officers of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws.

CERTIFICATE OF INCORPORATION; BY. laws; , Directors and Officers---------------------------------------------------- Officers of the Surviving Corporation. (a) The certificate From and after the Effective Time, ------------------------------------- the Certificate of incorporation Incorporation of Acquisition Corp. as Purchaser in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (until altered, amended or repealed in accordance with applicable Law and this Agreement, except that, as of the "Effective Time, Article I of such Certificate of IncorporationIncorporation shall be amended to read as follows: "The name of the Corporation is Sealy Corporation." (b) from From and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law. (b) The byTime, the By-laws of Acquisition Corp. as Purchaser in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, Time shall be the byBy-laws of the Surviving Corporation (the "By-laws") from and after the Effective Time until thereafter changed altered, amended or amended as provided therein or repealed in accordance with applicable lawLaw and this Agreement. (c) The individuals identified on Exhibit C hereto under the heading "Directors" shall, from From and after the Effective Time, the directors of Purchaser immediately prior to the Effective Time shall be the directors of the Surviving Corporation to serve until such time as their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws. The individuals identified on Exhibit C hereto under laws of the heading "Officers" shallSurviving Corporation, from applicable Law and this Agreement. (d) From and after the Effective Time, the officers of the Company shall be the officers of the Surviving Corporation to serve until such time as their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-lawslaws of the Surviving Corporation, applicable Law and this Agreement.

CERTIFICATE OF INCORPORATION; BY. laws; Directors and Officers. (a) The certificate articles of incorporation of Acquisition Corp. Parent. as in effect immediately prior to the Effective Time, a with such changes as are set forth in the copy of which is such articles attached as Exhibit A hereto, shall be the certificate articles of incorporation of the Surviving Corporation (the "Certificate of Incorporation") from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law. (b) The by-laws of Acquisition Corp. the Parent, as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit B hereto, shall be the by-laws of the Surviving Corporation (the "By-laws") from and after the Effective Time until thereafter changed or amended as provided therein or in accordance with applicable law. (c) The individuals identified on Exhibit C hereto under the heading "Directors" shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws. The individuals identified on Exhibit C hereto under the heading "Officers" shall, from and after the Effective Time, be the officers of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and By-laws.