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

Certificate of Incorporation; Bylaws; Directors and Officers. At the Effective Time: (a) the Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety to read as set forth in Exhibit B hereto, and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL and such Certificate of Incorporation; (b) the Bylaws of the Company as in effect immediately prior to the Effective Time shall be amended and restated in their entirety to read as set forth in Exhibit C hereto, and, as so amended, shall be the Bylaws of the Surviving Corporation until thereafter amended in accordance with the DGCL and such Bylaws; and (c) the directors and officers of the Surviving Corporation shall from and after the Effective Time 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 Bylaws of the Surviving Corporation be the respective individuals who are directors and officers of Purchaser immediately prior to the Effective Time.

Certificate of Incorporation; Bylaws; Directors and Officers. At the Effective Time: (a) the Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety as of the Effective Time to read as set forth in Exhibit B hereto, and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL and such Certificate of Incorporation; (b) the Bylaws of the Company as in effect immediately prior to the Effective Time shall be amended and restated in their entirety as of the Effective Time to read as set forth in Exhibit C hereto, and, as so amended, shall be the Bylaws of the Surviving Corporation until thereafter amended in accordance with the DGCL DGCL, the Certificate if Incorporation and such Bylaws; and (c) the directors and officers of the Surviving Corporation shall from and after the Effective Time 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 Bylaws of the Surviving Corporation be the respective individuals who are directors and officers of Purchaser immediately prior to the Effective Time.

Certificate of Incorporation; Bylaws; Directors and Officers. At the Effective Time: (a) the The Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety at the Effective Time to read as set forth in Exhibit B hereto, and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation (the “Surviving Charter”) until thereafter amended in accordance with the DGCL and such Certificate of Incorporation;Surviving Charter, subject to Section 4.8. (b) the Bylaws The bylaws of the Company Merger Sub as in effect immediately prior to the Effective Time shall be amended and restated in their entirety to read as set forth in Exhibit C hereto, and, as so amended, shall be the Bylaws bylaws of the Surviving Corporation until thereafter amended in accordance with the DGCL and such bylaws (as so amended, the “Bylaws; and”), subject to Section 4.8. (c) From and after the Effective Time, (i) the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation shall from and after the Effective Time Corporation, in each case, until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation Surviving Charter and Bylaws of the Surviving Corporation be the respective individuals who are directors and officers of Purchaser immediately prior to the Effective TimeBylaws.

Certificate of Incorporation; Bylaws; Directors and Officers. At the Effective Time: (a) the Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety as of the Effective Time to read as set forth in Exhibit B hereto, and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL and such Certificate of Incorporation; (b) the Bylaws of the Company as in effect immediately prior to the Effective Time shall be amended and restated in their entirety as of the Effective Time to read as set forth in Exhibit C hereto, and, as so amended, shall be the Bylaws of the Surviving Corporation until thereafter amended in accordance with the DGCL DGCL, the Certificate of Incorporation and such Bylaws; and (c) the directors and officers of the Surviving Corporation shall from and after the Effective Time 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 Bylaws of the Surviving Corporation be the respective individuals who are directors and officers of Purchaser immediately prior to the Effective TimeTime shall be the initial directors and officers of the Surviving Corporation, to serve until the earlier of their respective resignations or removals or until their respective successors are duly elected and qualified.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time: (a) , the Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time Surviving Corporation shall be amended and restated in its entirety to read as set forth in the form of Exhibit B hereto, A hereto and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL as provided by law and such Certificate of Incorporation;. (b) the The Bylaws of the Company Merger Sub, as in effect immediately prior to before the Effective Time shall be amended and restated in their entirety to read as set forth in Exhibit C hereto, and, as so amendedTime, shall be the Bylaws of the Surviving Corporation until thereafter amended in accordance with as provided by law, the DGCL Certificate of Incorporation of the Surviving Corporation and such Bylaws; and. (c) The directors of Merger Sub immediately before the Effective Time shall be the initial directors of the Surviving Corporation, and the officers of the Company immediately before the Effective Time shall be the initial officers of the Surviving Corporation shall from and after the Effective Time Corporation, in each case until their successors have been duly are elected or appointed and qualified qualified. If, at the Effective Time, a vacancy shall exist on the board of directors or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and Bylaws any office of the Surviving Corporation Corporation, such vacancy may thereafter be filled in the respective individuals who are directors and officers of Purchaser immediately prior to the Effective Timemanner provided by law.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time: (a) , the Certificate certificate of Incorporation incorporation of the Company Company, as in effect immediately prior to the Effective Time Time, shall be amended and restated in its entirety the Merger to read be in the form of the amended and restated certificate of incorporation attached hereto to as set forth in Exhibit B hereto, and, as so amended, such certificate of incorporation shall be the Certificate amended and restated certificate of Incorporation incorporation of the Surviving Corporation until thereafter changed or amended in accordance with the DGCL and such Certificate of Incorporation;as provided therein or by applicable law. (b) At the Bylaws Effective Time, the by-laws of the Company Fund, as in effect immediately prior to the Effective Time shall be amended and restated in their entirety to read as set forth in Exhibit C hereto, and, as so amendedTime, shall be the Bylaws by-laws of the Surviving Corporation until thereafter changed or amended in accordance with the DGCL and such Bylaws; andas provided therein or by applicable law. (c) the The directors and officers of the Surviving Corporation shall from and after the Effective Time 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 Bylaws of the Surviving Corporation be the respective individuals who are directors and officers of Purchaser Fund immediately prior to the Effective TimeTime shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. (d) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Certificate of Incorporation; Bylaws; Directors and Officers. At the Effective Time: (a) the The Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety at the Effective Time to read as set forth in Exhibit B hereto, and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation (the “Surviving Charter”) until thereafter amended in accordance with the DGCL and such Certificate of Incorporation;Surviving Charter. (b) the Bylaws The bylaws of the Company Merger Sub as in effect immediately prior to the Effective Time shall be amended and restated in their entirety to read as set forth in Exhibit C hereto, and, as so amended, shall be the Bylaws bylaws of the Surviving Corporation until thereafter amended in accordance with the DGCL and such Bylaws; and (c) bylaws, except that the directors and officers bylaws of the Surviving Corporation shall from be amended as of the Effective Time to contain such provisions as are necessary to give full effect to Section 1.4(a) (as so amended, the “Bylaws”). (c) From and after the Effective Time, (i) the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case, until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation Surviving Charter and Bylaws of the Surviving Corporation be the respective individuals who are directors and officers of Purchaser immediately prior to the Effective TimeBylaws.

Certificate of Incorporation; Bylaws; Directors and Officers. At The Certificate of Incorporation of the Surviving Corporation from and after the Effective Time: (a) Time shall be the Certificate of Incorporation of KORU (DE), as set forth on Exhibit A attached hereto, which shall remain in effect until thereafter amended in accordance with the Company provisions therein and as provided by the DGCL. The Bylaws of the Surviving Corporation from and after the Effective Time shall be the Bylaws of KORU (DE), as in effect immediately prior to the Effective Time shall be amended and restated in its entirety to read Time, as set forth in on Exhibit B attached hereto, and, as so amended, shall be continuing until thereafter amended in accordance with their terms and the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with and as provided by the DGCL and such Certificate of Incorporation; (b) the Bylaws DGCL. The directors of the Company as in effect Surviving Corporation shall be the directors of KORU (DE) immediately prior to the Effective Time shall be amended until the earlier of their respective death, resignation or removal or their respective successors are duly elected or appointed and restated qualified in their entirety to read as set forth the manner provided for in Exhibit C hereto, and, as so amended, shall be the Bylaws Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with or as otherwise provided by the DGCL DGCL, and such Bylaws; and (c) the directors and officers of the Surviving Corporation shall from and after be the officers of KORU (DE) immediately prior to the Effective Time Time, and each shall hold office until the earlier of their respective death, resignation or removal or their respective successors have been are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and Bylaws manner provided for in the By-laws of the Surviving Corporation be or as otherwise provided by the respective individuals who are directors and officers of Purchaser immediately prior to the Effective TimeDGCL.

Certificate of Incorporation; Bylaws; Directors and Officers. At the Effective Time: (a) subject to the limitations set forth in Section 5.7, the Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety to read as set forth in Exhibit B hereto, and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL and such Certificate of Incorporation; (b) subject to the limitations set forth in Section 5.7, the Bylaws of the Company as in effect immediately prior to the Effective Time shall be amended and restated in their entirety to read as set forth in Exhibit C hereto, and, as so amended, shall be the Bylaws of the Surviving Corporation until thereafter amended in accordance with the DGCL and such Bylaws; and (c) the directors and officers of the Surviving Corporation shall from and after the Effective Time 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 Bylaws of the Surviving Corporation be the respective individuals who are directors and officers of Purchaser Xxxxxx Sub immediately prior to the Effective Time.

Certificate of Incorporation; Bylaws; Directors and Officers. At the Effective Time: (a) the Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety to read as set forth in Exhibit B hereto, and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL and such Certificate of Incorporation; (b) the Bylaws of the Company as in effect immediately prior to the Effective Time shall be amended and restated in their entirety to read as set forth in Exhibit C hereto, and, as so amended, shall be the Bylaws of the Surviving Corporation until thereafter amended in accordance with the DGCL and such Bylaws; and (c) the directors and officers of the Surviving Corporation shall from and after the Effective Time 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 Bylaws of the Surviving Corporation be the respective individuals who are directors and officers officers, respectively, of Purchaser Merger Sub immediately prior to the Effective Time.