Common use of CERTIFICATE OF INCORPORATION; BY Clause in Contracts

CERTIFICATE OF INCORPORATION; BY. LAWS, DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION. (a) The Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation, from and after the Effective Time, until duly amended in accordance with applicable Law and the terms thereof. (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 from and after the Effective Time, until duly amended in accordance with applicable Law, the terms thereof, and the Surviving Corporation's Certificate of Incorporation. (c) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation from and after the Effective Time, until their successors are duly appointed or elected in accordance with applicable Law and the Surviving Corporation's Certificate of Incorporation and By-Laws. (d) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation from and after the Effective Time, until their successors are duly appointed or elected in accordance with applicable Law and the Surviving Corporation's Certificate of Incorporation and By-Laws.

CERTIFICATE OF INCORPORATION; BY. LAWSLaws, DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATIONDirectors and Officers of the Surviving Corporation. (a) The Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation, from and after the Effective Time, until duly amended in accordance with applicable Law and the terms thereof. (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 from and after the Effective Time, until duly amended in accordance with applicable Law, the terms thereof, and the Surviving Corporation's Certificate of Incorporation. (c) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation from and after the Effective Time, until their successors are duly appointed or elected in accordance with applicable Law and the Surviving Corporation's Certificate of Incorporation and By-Laws. (d) The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation from and after the Effective Time, until their successors are duly appointed or elected in accordance with applicable Law and the Surviving Corporation's Certificate of Incorporation and By-Laws.

CERTIFICATE OF INCORPORATION; BY. LAWS, DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION.. Unless otherwise agreed by the Company and Parent prior to the Closing, at the Effective Time: (a) The Certificate certificate of Incorporation incorporation of the Company Surviving Corporation shall be amended and restated in its entirety as set forth in Exhibit B hereto, until duly amended in accordance with applicable law and the terms thereof; (b) The by-laws of Purchaser as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation by-laws of the Surviving Corporation, from and after the Effective Time, until duly amended in accordance with applicable Law and the terms thereof. (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 from and after the Effective Time, until duly amended in accordance with applicable Lawlaw, the terms thereof, and the Surviving Corporation's Certificate certificate of Incorporation.incorporation; (c) The officers of the Company immediately prior to the Effective Time shall be the officers continue to serve in their respective offices of the Surviving Corporation from and after the Effective Time, until their successors are duly appointed or elected in accordance with applicable Law law and the Surviving Corporation's Certificate certificate of Incorporation incorporation and Byby-Laws.laws; and (d) The directors of Merger Sub Purchaser immediately prior to the Effective Time shall be the directors of the Surviving Corporation from and after the Effective Time, until their successors are duly appointed or elected in accordance with applicable Law law, and the Surviving Corporation's Certificate certificate of Incorporation incorporation and Byby-Lawslaws.