Common use of Certificate of Incorporation; Bylaws Clause in Contracts

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended as of the Effective Time to read in its entirety as set forth in Exhibit B attached hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Law. (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 as provided by Law, the certificate of incorporation of the Surviving Corporation and such bylaws.

Certificate of Incorporation; Bylaws. (a) At Pursuant to the Effective TimeMerger, the certificate of incorporation of the Company, as Company shall be amended and restated to be in the form of the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, shall be amended as of the Effective Time to read in its entirety as set forth in Exhibit B attached hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof its terms and as provided by Lawlaw, except that the name of the Surviving Corporation shall be designated by Parent. (b) At Pursuant to the Effective TimeMerger, the bylaws of Merger Sub, as Sub in effect immediately prior to the Effective Time, Time shall be the bylaws of the Surviving Corporation until thereafter amended as provided by Law, in accordance with their terms and the certificate of incorporation of the Surviving Corporation and such bylawsas provided by Law.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Amended and Restated Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective Time, Company shall be amended so as of the Effective Time to read in its entirety as set forth in Exhibit B the form attached hereto as Exhibit B, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof its terms and as provided by applicable Law. (b) At the Effective Time, the bylaws Amended and Restated Bylaws of Merger Subthe Company shall be amended so as to read in their entirety in the form attached hereto as Exhibit C, and, as in effect immediately prior to the Effective Time, so amended shall be the bylaws of the Surviving Corporation until thereafter amended as provided by Lawin accordance with their terms, the certificate of incorporation of the Surviving Corporation and such bylawsapplicable Law.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, Company shall be amended so as of the Effective Time to read in its entirety in the form annexed hereto as set forth in Exhibit B attached hereto A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter amended in accordance with the provisions thereof its terms and as provided by applicable Law. (b) At the Effective Time, the bylaws by-laws of Merger Subthe Company shall be amended so as to read in its entirety in the form annexed hereto as Exhibit B and, as in effect immediately prior to the Effective Timeso amended, shall be the bylaws by-laws of the Surviving Corporation Corporation, until thereafter amended as provided by Lawin accordance with their terms, the certificate of incorporation of the Surviving Corporation and such bylawsapplicable Law.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, Company shall be amended and restated so as of the Effective Time to read in its entirety as is set forth in on Exhibit B attached hereto hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof its terms and as provided by applicable Law. (b) At the Effective Time, the bylaws of Merger Subthe Company shall be amended and restated so as to read in their entirety in the form as is set forth on Exhibit C hereto, and, as in effect immediately prior to the Effective Timeso amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided by Lawin accordance with their terms, the certificate of incorporation of the Surviving Corporation and such bylawsas provided by applicable Law.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended as of the Effective Time to read in its entirety as set forth in Exhibit B A attached hereto and, as so amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Law. (b) At the Effective Time, the bylaws Bylaws of Merger SubCo, as in effect immediately prior to the Effective Time, shall be the bylaws Bylaws of the Surviving Corporation until thereafter amended as provided by Law, the certificate Certificate of incorporation Incorporation of the Surviving Corporation and such bylawsBylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended as of the Effective Time and restated to read in its entirety as set forth in Exhibit B attached hereto andA, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided therein or by applicable Law. (b) At the Effective Time, subject to Section 6.10, and without any further action on the part of the Company and Merger Sub, the bylaws of Merger Sub, as Sub in effect immediately prior to the Effective Time, Time shall be the bylaws of the Surviving Corporation Corporation, until thereafter amended as provided therein or by applicable Law, the certificate of incorporation of the Surviving Corporation and such bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate The Certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended as of the Effective Time to read in its entirety as set forth in Exhibit B attached hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Law. (b) At the Effective Time, the bylaws Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the bylaws Effective Time, the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Lawlaw and such Certificate of Incorporation; provided, however, that at the certificate Effective Time the Certificate of incorporation Incorporation of the Surviving Corporation shall be amended so that the name of the Surviving Corporation shall be CKS Group Corporation. (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended as provided by law and such bylawsBylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of the CompanyGenovo, as in effect immediately prior to before the Effective Time, shall be amended as of the Effective Time to read in its entirety as set forth in Exhibit B attached hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Lawthe DGCL and such certificate of incorporation, provided that such certificate of incorporation shall be amended as soon as practicable after the Effective Time to be substantially equivalent to the certificate of incorporation of Merger Sub in effect immediately before the Effective Time. (b) At the Effective Time, the bylaws of Merger Sub, as in effect immediately prior to before the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended as provided by Lawthe DGCL, the certificate of incorporation of the Surviving Corporation and such bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, , (a) the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended as to be in the form of the Effective Time to read in its entirety as set forth in Exhibit B attached hereto and, A and as so amended, shall will be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by applicable Law.; and (b) At the Effective Time, parties hereto shall take all actions necessary so that the bylaws by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended as provided by in accordance with applicable Law, the certificate Certificate of incorporation Incorporation of the Surviving Corporation and such bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended as of the Effective Time to read in its entirety as set forth in Exhibit B attached hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Law. (b) At the Effective Time, the bylaws Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by LawDelaware Law and such Certificate of Incorporation, except that Article I shall be amended to read: The name of the corporation is AllMeetings Inc. (the "Corporation"). At the Effective time, the certificate Bylaws of incorporation Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such bylawsBylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of the Company, as Merger Sub in effect immediately prior to the Effective Time, Time shall be amended as of the Effective Time to read in its entirety as set forth in Exhibit B attached hereto and, as so amended, shall be become the certificate of incorporation of the Surviving Corporation, except that the name of the Surviving Corporation shall be “Armored AutoGroup Parent Inc.” (the “Surviving Corporation Certificate of Incorporation”) until thereafter changed or amended in accordance with the provisions thereof and as provided therein or by Applicable Law. (b) At the Effective Time, the bylaws of Merger Sub, as Sub in effect immediately prior to the Effective Time, Time shall be become the bylaws of the Surviving Corporation (the “Surviving Corporation Bylaws”) until thereafter changed or amended as provided therein or by Applicable Law, the certificate of incorporation of the Surviving Corporation and such bylaws.

Certificate of Incorporation; Bylaws. Pursuant to the Merger, (ax) At the Effective Time, the certificate of incorporation of the Company, as amended, as in effect immediately prior to the Effective TimeTime (the "Certificate of Incorporation"), shall be amended as of the Effective Time to read in its entirety as set forth in Exhibit B attached A hereto andand such Certificate of Incorporation, as so amendedamended at the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law and (y) the provisions thereof and as provided by Law. (b) At by-laws of the Effective Time, the bylaws of Merger SubPurchaser, as in effect immediately prior to the Effective TimeTime (the "By-laws"), shall be the bylaws by-laws of the Surviving Corporation until thereafter amended as provided by Law, the certificate of incorporation of the Surviving Corporation and such bylawsin accordance with applicable law.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the The certificate of incorporation of the CompanyMerger Sub, as in effect immediately prior to the Effective Time, shall be amended as of the Effective Time to read in its entirety as set forth in Exhibit B attached hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation immediately after the Effective Time until thereafter amended in accordance with the provisions thereof and as provided by LawLaw and such certificate of incorporation, except that (i) the name of the corporation set forth therein shall be changed to the name of the Company and (ii) the identity of the incorporator shall be deleted. (b) At the Effective Time, the bylaws The by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws by-laws of the Surviving Corporation immediately after the Effective Time, until thereafter amended as provided by Law, the certificate of incorporation of the Surviving Corporation Law and such bylawsby-laws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until duly amended as provided by the Delaware Law and such Certificate of Incorporation; provided that as of the Effective Time to read in its entirety Time, the Company’s Certificate of Incorporation shall be amended as set forth in Exhibit B attached hereto and, as so amended, shall be A to the certificate Certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by LawMerger. (b) At the Effective Time, the bylaws Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws Bylaws of the Surviving Corporation until thereafter duly amended as provided by Law, the certificate of incorporation of the Surviving Corporation Delaware Law and such bylawsBylaws.

Certificate of Incorporation; Bylaws. Pursuant to the Merger, (ax) At the Effective Time, the certificate Amended and Restated Certificate of incorporation Incorporation of the CompanyCompany shall be amended in the form of the Certificate of Incorporation of Purchaser, as in effect immediately prior to the Effective Time, shall be amended as of the Effective Time to read in its entirety as set forth in Exhibit B attached hereto and, as so amended, and shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Law. law and such Amended and Restated Certificate of Incorporation, and (by) At the Effective Time, the bylaws By-laws of Merger SubPurchaser, as in effect immediately prior to the Effective Time, shall be the bylaws By-laws of the Surviving Corporation until thereafter amended as provided by Lawlaw, the certificate Amended and Restated Certificate of incorporation of the Surviving Corporation Incorporation and such bylawsBylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, Company shall be amended so as of the Effective Time to read in its entirety as set forth in Exhibit B A attached hereto hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions terms thereof and or as provided by applicable Law. , and (b) At the Effective Time, the bylaws of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the bylaws of the Surviving Corporation (except that the name of the corporation shall be “Golden Enterprises, Inc.”) until thereafter amended as provided by Lawin accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation and such bylawsor as provided by applicable Law.

Certificate of Incorporation; Bylaws. At the Merger Effective Time, by virtue of the Merger: (a) At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, Company shall be amended as of the Effective Time to read in its entirety as set forth in on Exhibit B attached M hereto (the “Surviving Corporation Certificate of Incorporation”) and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Law.applicable Legal Requirements; and (b) At the Effective Time, by-laws of the bylaws of Merger SubCompany shall be amended in their entirety as set forth on Exhibit N hereto (the “Surviving Corporation By-Laws”) and, as in effect immediately prior to the Effective Timeso amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided by Law, the certificate of incorporation of the Surviving Corporation and such bylawsin accordance with applicable Legal Requirements.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, Company shall be amended as of the Effective Time to read and restated in its entirety to read as set forth in on Exhibit B attached hereto andA, and as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Lawapplicable Legal Requirements. (b) At the Effective Time, the bylaws of Merger Subthe Company shall be amended and restated in their entirety to read as set forth on Exhibit B, and as in effect immediately prior to the Effective Timeso amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided by Law, in accordance with the certificate of incorporation of the Surviving Corporation provisions thereof and such bylawsapplicable Legal Requirements.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of the Company, as in effect immediately Unless otherwise determined by Parent prior to the Effective Time, shall be amended as of at the Effective Time to read in its entirety as set forth in Exhibit B attached hereto andTime, as so amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall be the Articles of Incorporation of the Company as amended and restated substantially in the form attached hereto as Exhibit C until thereafter amended in accordance with the provisions thereof and as provided by Lawlaw and such Certificate of Incorporation. (b) At Unless otherwise determined by Parent prior to the Effective Time, the bylaws Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws Bylaws of the Surviving Corporation until thereafter amended as provided by Law, the certificate of incorporation of the Surviving Corporation and such bylawsamended.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, Company shall be amended as of the Effective Time to read in its entirety and restated as set forth in Exhibit B attached hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof its terms and as provided by applicable Law. (b) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the bylaws of the Company shall be amended and restated to read the same as the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided by Lawin accordance with their terms, the certificate of incorporation of the Surviving Corporation and such bylawsas provided by applicable Law.

Certificate of Incorporation; Bylaws. (a) At As indicated in the exhibits to the Agreement of Merger, immediately after the Effective Time, the certificate of incorporation of the Company, Surviving Corporation shall be the certificate of incorporation of Merger Sub as in effect of immediately prior to the Effective Time, shall be amended as and such certificate of the Effective Time to read in its entirety as set forth in Exhibit B attached hereto and, as so amended, incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Lawapplicable law and such certificate of incorporation of the Surviving Corporation. (b) At Immediately after the Effective Time, the bylaws of Surviving Corporation shall be the bylaws of Merger Sub, Sub as in effect of immediately prior to the Effective Time, and such bylaws shall be the bylaws of the Surviving Corporation until thereafter amended as provided by Law, the certificate of incorporation law and such bylaws of the Surviving Corporation and such bylawsCorporation.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of the Company, Surviving Corporation shall be amended and restated in its entirety to read as the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time, shall be Time until thereafter changed or amended as of provided therein or by Applicable Law; provided, however, that Acquiror may elect to change the Effective Time to read in its entirety as set forth in Exhibit B attached hereto and, as so amended, shall be the certificate of incorporation name of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Lawin such Certificate of Incorporation of the Surviving Corporation. (b) At the Effective Time, the bylaws The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by Applicable Law, the certificate of incorporation of the Surviving Corporation and such bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, and by virtue of the Merger, the certificate of incorporation of the CompanyMerger Sub, as in effect immediately prior to the Effective Time, shall be amended as Time (the “Certificate of the Effective Time to read in its entirety as set forth in Exhibit B attached hereto and, as so amendedIncorporation”), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Law. (b) At the Effective Time, and by virtue of the Merger, the bylaws of Merger Sub, as in effect immediately prior to the Effective TimeTime (the “Bylaws”), shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof, the Certificate of Incorporation and as provided by Law, the certificate of incorporation of the Surviving Corporation and such bylaws.

Certificate of Incorporation; Bylaws. (a) At Immediately upon the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, Surviving Corporation shall be amended as of the Effective Time to read in its entirety as set forth in Exhibit B attached hereto andA of the Certificate of Merger, as so amended, and such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by LawLaw and such certificate of incorporation. (b) At Immediately upon the Effective Time, the bylaws of the Surviving Corporation shall be the bylaws of Merger Sub, Sub as in effect immediately prior to the Effective Time, and such bylaws shall be the bylaws of the Surviving Corporation until thereafter amended as provided by Law, the certificate of incorporation of the Surviving Corporation Law and such bylaws.