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

Certificate of Incorporation; Bylaws; Directors and Officers. (a) From and after the Effective Time, the certificate of incorporation of the Surviving Corporation shall be the certificate of incorporation of the Company as amended and restated as set forth in Exhibit A hereto, until thereafter amended as provided by Law and such certificate of incorporation. (b) From and after the Effective Time, the bylaws of the Surviving Corporation shall be the bylaws of the Company as amended and restated as set forth in Exhibit B hereto, until thereafter amended as provided by Law, the certificate of incorporation of the Surviving Corporation and such bylaws. (c) From and after the Effective Time, the directors of the Surviving Corporation shall be the individuals identified as directors on Exhibit C hereto, and the officers of the Company immediately prior to the Effective Time shall become the officers of the Surviving Corporation, in each case until their successors are duly elected or appointed and qualified as provided by Law, the certificate of incorporation of the Surviving Corporation and the bylaws of the Surviving Corporation. If, at the Effective Time, a vacancy shall exist on the board of directors or in any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by Law.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) From and after Unless otherwise determined by the Purchaser before the Effective Time, at the Effective Time, the certificate Certificate of incorporation Incorporation of the Company shall be amended to be in the form of the Certificate of Incorporation of Merger Sub as in effect immediately before the Effective Time and will be the Certificate of Incorporation of the Surviving Corporation shall be the certificate of incorporation of the Company as amended and restated as set forth in Exhibit A hereto, until thereafter amended as provided by Law and such certificate amended Certificate of incorporationIncorporation. (b) From and after The Bylaws of Merger Sub, as in effect immediately before the Effective Time, will be the bylaws Bylaws of the Surviving Corporation shall be the bylaws of the Company as amended and restated as set forth in Exhibit B hereto, until thereafter amended as provided by Law, the certificate Certificate of incorporation Incorporation of the Surviving Corporation and such bylawsBylaws. (c) From and after The directors of Merger Sub immediately before the Effective Time, Time will be the initial directors of the Surviving Corporation shall be the individuals identified as directors on Exhibit C heretoCorporation, and the officers of the Company Merger Sub immediately prior to before the Effective Time shall become will be the initial officers of the Surviving Corporation, in each case until the earlier of their death, resignation or until their successors are duly elected or appointed and qualified qualified, as provided by Law, the certificate of incorporation of the Surviving Corporation and the bylaws of the Surviving Corporationcase may be. If, at the Effective Time, a vacancy shall exist on the board of directors of the Surviving Corporation or in any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by applicable Law.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) From and after At the Effective Time, the certificate of incorporation of Merger Sub as in effect immediately before the Surviving Corporation Effective Time shall be the certificate of incorporation of the Company as amended and restated as set forth in Exhibit A hereto, Surviving Corporation until thereafter amended as provided by Law the Delaware Act and such certificate of incorporation. (b) From and after The Bylaws of Merger Sub as in effect immediately before the Effective Time, Time shall be the bylaws of the Surviving Corporation shall be the bylaws of the Company as amended and restated as set forth in Exhibit B hereto, until thereafter amended as provided by Lawthe Delaware Act, the certificate of incorporation of the Surviving Corporation and such bylaws. (c) From and after the Effective Time, the directors of Merger Sub immediately before the Effective Time will continue as the directors of the Surviving Corporation shall be the individuals identified as directors on Exhibit C heretoCorporation, and except as Merger Sub may otherwise notify the Company in writing prior to the Effective Time, the officers of the Company immediately prior to before the Effective Time shall become will be the initial officers of the Surviving Corporation, in each case until their successors are duly elected or appointed and qualified as provided by Law, the certificate of incorporation of the Surviving Corporation and the bylaws of the Surviving Corporationqualified. If, at the Effective Time, a vacancy shall exist on the board of directors or in any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by Lawthe Surviving Corporation’s certificate of incorporation and bylaws, and the Delaware Act.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) From and after At the Effective Time, the certificate of incorporation of Merger Sub as in effect immediately before the Surviving Corporation Effective Time shall be the certificate of incorporation of the Company as amended and restated as set forth in Exhibit A hereto, Surviving Corporation until thereafter amended as provided by Law the Delaware Act and such certificate of incorporation. (b) From and after The Bylaws of Merger Sub as in effect immediately before the Effective Time, Time shall be the bylaws of the Surviving Corporation shall be the bylaws of the Company as amended and restated as set forth in Exhibit B hereto, until thereafter amended as provided by Lawthe Delaware Act, the certificate of incorporation of the Surviving Corporation and such bylaws. (c) From and after the Effective Time, the directors of Merger Sub immediately before the Effective Time will continue as the directors of the Surviving Corporation shall be the individuals identified as directors on Exhibit C heretoCorporation, and except as Merger Sub may otherwise notify the Company in writing prior to the Effective Time, the officers of the Company immediately prior to before the Effective Time shall become will be the initial officers of the Surviving Corporation, in each case until their successors are duly elected or appointed and qualified as provided by Law, the certificate of incorporation of the Surviving Corporation and the bylaws of the Surviving Corporationqualified. If, at the Effective Time, a vacancy shall exist on the board of directors or in any office of the Surviving Corporation, such vacancy may thereafter be filled in the manner provided by Lawthe Surviving Corporation's certificate of incorporation and bylaws, and the Delaware Act.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) From and after At the Effective Time, the Certificate of Incorporation shall be amended and restated in its entirety as set forth in Exhibit A to the Certificate of Merger and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation shall be the certificate of incorporation of the Company as amended and restated as set forth in Exhibit A hereto, until thereafter changed or amended as provided therein or by Law and such certificate of incorporationapplicable Law. (b) From and after At the Effective Time, the bylaws of Merger Sub, as in effect immediately prior to the Surviving Corporation Effective Time, shall be the bylaws of the Company as amended and restated as set forth in Exhibit B hereto, Surviving Corporation until thereafter changed or amended as provided by Law, the certificate of incorporation or the bylaws of the Surviving Corporation and such bylawsor by applicable Law. (c) From and after At the Effective Time, the directors of the Surviving Corporation shall be the individuals identified as directors on Exhibit C hereto, and the officers of the Company Merger Sub immediately prior to the Effective Time shall become 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) At the Effective Time, the officers of Xxxxxx Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case Corporation until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified qualified, as provided by Law, the certificate of incorporation of the Surviving Corporation and the bylaws of the Surviving Corporation. If, at the Effective Time, a vacancy shall exist on the board of directors or in any office of the Surviving Corporation, such vacancy case may thereafter be filled in the manner provided by Lawbe.