Common use of Certificate of Incorporation; Bylaws; Directors and Officers of the Surviving Corporation Clause in Contracts

Certificate of Incorporation; Bylaws; Directors and Officers of the Surviving Corporation. (a) At the Effective Time, Merger Corp.'s Certificate of Incorporation, a copy of which is attached to this Agreement as Exhibit A-1, shall be the certificate of incorporation of the Surviving Corporation at and after the Effective Time (until amended as provided by law and by that certificate of incorporation). (b) At the Effective Time, Merger Corp.'s bylaws, a copy of which is attached to this Agreement as Exhibit A-2, shall be the bylaws of the Surviving Corporation at and after the Effective Time (until amended as provided by law, the certificate of incorporation of the Surviving Corporation and the bylaws of the Surviving Corporation, as applicable). (c) The persons listed on Exhibit A-3 shall be the directors of the Surviving Corporation from and after the Effective Time, until their successors are elected or appointed and qualified or until their resignation or removal. (d) The officers of Medscape immediately prior to the Effective Date shall be the officers of the Surviving Corporation from and after the Effective Time, until their successors are elected or appointed and qualified or until their resignation or removal.

Certificate of Incorporation; Bylaws; Directors and Officers of the Surviving Corporation. Unless otherwise agreed by Kroger and Xxxx Xxxxx prior to the Closing, at the Effective Time: (a) At the Effective Time, Merger Corp.'s Certificate of Incorporation, a copy of which is attached to this Agreement as Exhibit A-1, shall be the The certificate of incorporation of the Surviving Corporation attached hereto as Exhibit A shall be at and after the Effective Time (until amended as provided by law and by that certificate of incorporation)) the certificate of incorporation of the Surviving Corporation. (b) At The bylaws of Jobsite Holdings as in effect immediately prior to the Effective Time, Merger Corp.'s bylaws, a copy of which is attached to this Agreement as Exhibit A-2, Time shall be the bylaws of the Surviving Corporation at and after the Effective Time (until amended as provided by law, the certificate of incorporation of the Surviving Corporation and the bylaws of the Surviving Corporation, as applicable).) the bylaws of the Surviving Corporation; (c) The persons listed on Exhibit A-3 officers of Xxxx Xxxxx immediately prior to the Effective Time shall continue to serve in their respective offices of the Surviving Corporation from and after the Effective Time, until their successors are elected or appointed and qualified or until their resignation or removal; and (d) The directors of Jobsite Holdings immediately prior to the Effective Time shall be the directors of the Surviving Corporation from and after the Effective Time, until their successors are elected or appointed and qualified or until their resignation or removal. (d) The officers of Medscape immediately prior to the Effective Date shall be the officers of the Surviving Corporation from and after the Effective Time, until their successors are elected or appointed and qualified or until their resignation or removal.

Certificate of Incorporation; Bylaws; Directors and Officers of the Surviving Corporation. Unless otherwise agreed by the Company and Parent prior to the Closing, at the Effective Time: (a) At the Effective Time, Merger Corp.'s Certificate of Incorporation, a copy of which is attached to this Agreement as Exhibit A-1, shall be the The certificate of incorporation of the Surviving Corporation at shall be amended and after restated in its entirety as set forth in Exhibit A hereto, until duly amended in accordance with applicable Law (as defined in Section 4.3) and the Effective Time (until amended as provided by law and by that certificate of incorporation).terms thereof; (b) At The bylaws of Purchaser as in effect immediately prior to the Effective Time, Merger Corp.'s bylaws, a copy of which is attached to this Agreement as Exhibit A-2, Time shall be the bylaws of the Surviving Corporation at from and after the Effective Time (Time, until duly amended as provided by lawin accordance with applicable Law, the terms thereof and the Surviving Corporation’s certificate of incorporation of the Surviving Corporation and the bylaws of the Surviving Corporation, as applicable).bylaws; (c) The persons listed on Exhibit A-3 officers of the Company immediately prior to the Effective Time shall 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 and the Surviving Corporation’s certificate of incorporation and bylaws; and (d) The directors of 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 or appointed in accordance with applicable Law and qualified or until their resignation or removal. (d) The officers of Medscape immediately prior to the Effective Date shall be the officers of the Surviving Corporation from Corporation’s certificate of incorporation and after the Effective Time, until their successors are elected or appointed and qualified or until their resignation or removalbylaws.