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

Certificate of Incorporation; Bylaws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit C hereto, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until further amended in accordance with applicable law. (b) The Bylaws of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit D hereto, shall be the Bylaws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws. (c) The directors and officers listed in Exhibit E hereto are the directors and officers of the Surviving Corporation, and each shall hold his respective office or offices from and after the Effective Time, until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or Bylaws of the Surviving Corporation.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit C B hereto, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until further amended in accordance with applicable lawlaw and such Certificate of Incorporation. (b) The Bylaws of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit D C hereto, shall be the Bylaws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws. (c) The directors and officers listed in Exhibit E D hereto are shall be the directors and officers of the Surviving CorporationCorporation and Parent, and each shall hold his or her respective office or offices from and after the Effective Time, Time until his or her successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or Bylaws of the Surviving CorporationCorporation or the Certificate of Incorporation or Bylaws of Parent, as the case may be.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as Company in effect immediately prior to the Effective Time, attached as Exhibit C heretoB, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until further amended in accordance with applicable law. (b) The Bylaws of the Company, as Company in effect immediately prior to the Effective Time, attached as Exhibit D heretoC, shall be the Bylaws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws. (c) The directors directors, officers and officers key employees listed in Exhibit E hereto are D shall be the directors directors, officers and officers key employees of the Surviving Corporation, and each shall hold his respective office or offices from and after the Effective Time, Time until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or Bylaws of the Surviving Corporation.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as Company in effect immediately prior to the Effective Time, attached as Exhibit C hereto, Time shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time shall thereafter continue in full force and effect until further thereafter amended in accordance with as provided therein and by applicable law. (b) The Bylaws of the Company, as Company in effect immediately prior to the Effective Time, attached as Exhibit D hereto, Time shall be the Bylaws of the Surviving Corporation from and after the Effective Time shall thereafter continue in full force and effect until thereafter amended in accordance with applicable lawas provided therein, by the Certificate of Incorporation of the Surviving Corporation and such Bylawsby applicable law. (c) The directors and officers listed in Exhibit E hereto are of the Company immediately prior to the Effective Time shall be the initial directors and officers officers, respectively, of the Surviving Corporation, and each shall hold his respective office or offices from and after the Effective Time, Corporation until his successor shall their successors have been duly elected and shall have qualified or appointed or until their earlier death, resignation or removal in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or and Bylaws of the Surviving Corporation.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) The Certificate of Incorporation of the CompanyAcquisition Corp., as in effect immediately prior to the Effective Time, attached as Exhibit C B hereto, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until further amended in accordance with applicable law. (b) The Bylaws of the CompanyAcquisition Corp., as in effect immediately prior to the Effective Time, attached as Exhibit D C hereto, shall be the Bylaws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws. (c) The directors and officers listed in Exhibit E D hereto are shall be the directors and officers of the Surviving Corporation, and each shall hold his respective office or offices from and after the Effective Time, until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or Bylaws of the Surviving Corporation.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit C B hereto, shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until further amended in accordance with applicable lawlaw and such Certificate of Incorporation. (b) The Bylaws of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit D C hereto, shall be the Bylaws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws. (c) The directors and officers listed in Exhibit E D hereto are shall be the directors and officers of the Surviving Corporation, and each shall hold his or her respective office or offices from and after the Effective Time, Time until his or her successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or Bylaws of the Surviving Corporation.