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

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving Corporation; provided however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is Icarian, Inc." (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended. (c) The initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, until their respective successors are duly elected or appointed and qualified. The initial corporate officers of the Surviving Corporation shall be the corporate officers of Merger Sub immediately prior to the Effective Time, until their respective successors are duly appointed.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving Corporation; provided however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is Icarian, Kadiri Inc." (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended. (c) The initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, until their respective successors are duly elected or appointed and qualified. The initial corporate officers of the Surviving Corporation shall be the corporate officers of Merger Sub immediately prior to the Effective Time, until their respective successors are duly appointed.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving Corporation; provided however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is Icarian, Bravanta Inc." (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended. (c) The initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, until their respective successors are duly elected or appointed and qualified. The initial corporate officers of the Surviving Corporation shall be the corporate officers of Merger Sub immediately prior to the Effective Time, until their respective successors are duly appointed.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time, : (a) The Certificate of Incorporation of the Surviving Corporation from and after the Effective Time shall be the Certificate of Incorporation of Merger SubNewco, as amended pursuant to a certificate of merger filed with respect to the Merger, and until thereafter amended in accordance with the provisions therein and as provided by the applicable provisions of the State Corporate Laws. (b) The name of the of the Surviving Corporation from and after the Effective Time shall be "Regency Electric Company, Inc." (c) The Bylaws of the Surviving Corporation from and after the Effective Time shall be the Bylaws of Newco in effect immediately prior to the Effective Time, shall be continuing until thereafter amended in accordance with their terms and the Certificate of Incorporation of the Surviving Corporation until thereafter amended and as provided by law and such Certificate of Incorporation of the Surviving Corporation; provided however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is Icarian, Inc." (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amendedState Corporate Laws. (cd) The initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Timebe: X. Xxxxxxx Xxxx, Xxxxxxx X. Xxxxxxx and Xxxx X. Xxxxx ("Green") in each case until ----- their respective successors are duly elected or appointed and qualified. The , and the initial corporate officers of the Surviving Corporation shall be the corporate officers of Merger Sub the Company immediately prior to the Effective Time, with the addition of X. Xxxxxxx Xxxx as Vice President and Assistant Secretary of the Surviving Corporation, until their respective successors are his successor is duly appointedelected and qualified.

Certificate of Incorporation; Bylaws; Directors and Officers. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of Merger Subthe Company, as in effect immediately prior to the Effective Time, shall be amended and restated to read in its entirety in the form attached hereto as Exhibit A, which shall be annexed to the Certificate of Incorporation Merger at the time of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving Corporation; provided however, that at the Effective Time Article I filing of the Certificate of Incorporation Merger with the Secretary of State of the Surviving Corporation shall be State of Delaware, until thereafter changed or amended to read: "The name of as provided therein or by the corporation is Icarian, Inc."DGCL. (b) At Also at the Effective Time, the Bylaws bylaws of Merger Subthe Company, as in effect immediately prior to the Effective Time, shall be amended and restated to read in their entirety in the Bylaws form attached hereto as Exhibit B, until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation until thereafter amendedor such bylaws. (c) The initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, until their respective successors are duly elected or appointed and qualified. The initial corporate officers of the Surviving Corporation shall be the corporate officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation as of the Effective Time, until their respective successors are duly appointed.