Common use of Charter and Bylaws; Directors and Officers Clause in Contracts

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Restated Articles of Incorporation, as amended, of the Company shall be amended as set forth in Exhibit B and, as so amended, shall be the Amended and Restated Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein by the MBCA or any other applicable foreign, federal, state, local or municipal laws, statutes, ordinances, regulations and rules of any Governmental Entity, including all Orders (“Laws”). At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall become the Amended and Restated Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or in the Amended and Restated Articles of Incorporation of the Surviving Corporation. (b) The directors and officers of Merger Sub at the Effective Time shall be the directors and officers 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.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Amended and Restated Articles Certificate of Incorporation, as amended, of the Company (the “Company Charter”), as in effect immediately prior to the Effective Time, shall be amended as set forth in Exhibit B and, as C. As so amended, the Company Charter shall be the Amended and Restated Articles Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by the MBCA or any other applicable foreign, federal, state, local or municipal laws, statutes, ordinances, regulations and rules of any Governmental Entity, including all Orders (“Laws”)Law. At the Effective Time, the Bylaws of Merger Subthe Company, as amended (the “Company Bylaws”), as in effect immediately prior to the Effective TimeTime shall be amended and restated as set forth in Exhibit D. As so amended and restated, the Company Bylaws shall become be the Amended and Restated Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or in the Amended and Restated Articles of Incorporation of the Surviving Corporationby applicable Law. (b) The directors and officers of Merger Sub at the Effective Time shall 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. The officers of the Company at the Effective Time of the Merger shall be the officers 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.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Restated Articles of IncorporationIncorporation of Sub, as amended, of in effect immediately prior to the Company shall be amended as set forth in Exhibit B and, as so amendedEffective Time, shall be the Amended and Restated Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein and permitted by the MBCA or any other applicable foreign, federal, state, local or municipal laws, statutes, ordinances, regulations and rules of any Governmental Entity, including all Orders (“Laws”)law. At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall become be the Amended and Restated Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein therein, or in the Amended and Restated Articles of Incorporation of the Surviving Corporationand permitted by applicable law. (b) The At the Effective Time, the directors of the Company immediately prior to the Effective Time shall be deemed to have resigned and the directors of Sub at the Effective Time of the Merger shall 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. At the Effective Time, the officers of Merger the Company immediately prior to the Effective Time shall be deemed to have resigned and the officers of Sub at the Effective Time shall be the directors and officers 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.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Restated Articles of Incorporation, as amended, Incorporation of the Company (the “Company Charter”), as in effect immediately prior to the Effective Time, shall be amended so that Article Fourteenth is deleted and so that Article Fourth reads in its entirety as set forth in Exhibit B andfollows: “The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, as $0.0001 par value.” As so amended, the Company Charter shall be the Amended and Restated Articles Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by the MBCA or any other applicable foreign, federal, state, local or municipal laws, statutes, ordinances, regulations and rules of any Governmental Entity, including all Orders (“Laws”)Law. At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall become be the Amended and Restated Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or in the Amended and Restated Articles Certificate of Incorporation of the Surviving Corporation. (b) The directors and officers of Merger Sub at the Effective Time shall be the directors and officers 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.