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

Certificate of Incorporation; Bylaws; Directors and Officers. (a) Subject to Section 5.12, from and after the Effective Time, the certificate of incorporation of the Company shall be amended and restated to be identical to the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time (except that the name of the Company, as the Surviving Corporation, shall continue to be the name of the Company), until thereafter changed or amended in accordance with the terms therein or by applicable Legal Requirements. Subject to Section 5.12, from and after the Effective Time, the bylaws of the Company shall be amended and restated to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, until thereafter changed or amended in accordance with the terms therein or by applicable Legal Requirements. (b) From and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case until their successors shall have been duly elected, appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and the bylaws of the Surviving Corporation.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) Subject to Section 5.12, from and after the Effective Time, the The certificate of incorporation of the Surviving Company shall be amended and restated in its entirety to be identical to the certificate of incorporation of Merger Sub, Acquisition Sub as in effect immediately prior to the Effective Time (except that the name certificate of incorporation of the Company, as the Surviving Corporation, Company shall continue to be provide that the name of the Company)corporation is Campus Pipeline, Inc.) and such certificate of incorporation shall continue in full force and effect until thereafter amended and changed or amended in accordance with the terms therein or by applicable Legal Requirementsprovisions thereof and the DGCL. Subject to Section 5.12, from and after the Effective Time, the The bylaws of the Surviving Company shall be amended and restated in their entirety to be identical to the bylaws of Merger Acquisition Sub as in effect immediately prior to the Effective TimeTime (except that the bylaws of the Surviving Company shall continue to provide that the name of the corporation is Campus Pipeline, Inc.) and such bylaws shall continue in full force and effect until thereafter amended and changed or amended in accordance with the terms therein or by applicable Legal Requirements. (b) From and after the Effective Timeprovisions thereof, the certificate of incorporation of the Surviving Company and the DGCL. The directors and officers of Merger Acquisition Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving CorporationCompany at and after the Effective Time, in each case until their successors shall have been are duly elected, appointed or elected and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and the bylaws of the Surviving CorporationCompany and the DGCL.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) Subject to Section 5.12, from and after At the Effective Time, and without any further action on the part of the Company or Merger Sub, the certificate of incorporation of the Company Surviving Corporation shall be amended and restated to be identical to in the form of the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time until amended in accordance with Applicable Law and ‎Section 7.02(b). (b) At the Effective Time, and without any further action on the part of the Company or Merger Sub, as the bylaws of the Surviving Corporation shall be amended to be in the form of the bylaws of Merger Sub in effect immediately prior to the Effective Time (except that references therein to the name of Merger Sub shall be replaced by references to the name of the Company, as the Surviving Corporation, shall continue to be the name of the Company), ) until thereafter changed or amended in accordance with the terms therein or by applicable Legal Requirements. Subject to Section 5.12, from Applicable Law and after the Effective Time, the bylaws of the Company shall be amended and restated to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, until thereafter changed or amended in accordance with the terms therein or by applicable Legal Requirements‎Section 7.02(b). (bc) From Subject to ‎Section 5.06, and after unless otherwise determined by Buyer prior to the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and the officers of the Company immediately prior to the Effective Time shall be will become, from and after the officers Effective Time, the directors and officers, respectively, of the Surviving Corporation, in each case to serve until their respective successors shall have been are duly elected, elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and the bylaws of the Surviving CorporationCorporation or their earlier resignation or removal.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) Subject to Section 5.12, from The Amended and after the Effective Time, the certificate Restated Articles of incorporation of the Company shall be amended and restated to be identical to the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time (except that the name Incorporation of the Company, as the Surviving Corporation, shall continue to be the name of the Company), until thereafter changed or amended in accordance with the terms therein or by applicable Legal Requirements. Subject to Section 5.12, from and after the Effective Time, the bylaws of the Company shall be amended and restated to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, attached as Exhibit C hereto, as amended by the Articles of Merger and as provided herein, shall be the Articles of Incorporation of the Surviving Corporation from and after the Effective Time until thereafter changed or amended in accordance with the terms therein or by applicable Legal Requirementslaw and such Articles of Incorporation. (b) From and after The Bylaws of the Effective TimeCompany, the directors of Merger Sub as in effect immediately prior to the Effective Time Time, attached as Exhibit D hereto, shall be the directors Bylaws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Articles of Incorporation of the Surviving Corporation and the officers of the Company immediately prior to the Effective Time such Bylaws. (c) Exxxxx X. Xxxx shall be the officers President and sole director and Txx Xxxxx shall be the Secretary and Treasurer of the Surviving Corporation, in each case Corporation subsequent to the Closing Date until their respective successors shall have been duly elected, elected or appointed or and shall have qualified or until their earlier death, resignation or removal in accordance with applicable law, or as otherwise provided in the certificate Articles of incorporation and the bylaws Incorporation or Bylaws of the Surviving Corporation.