Common use of Organizational Documents; Directors and Officers Clause in Contracts

Organizational Documents; Directors and Officers. (a) The certificate of incorporation of the Surviving Corporation shall be amended at the Effective Time to be in the form of the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein and under the DGCL, except that the name of the Surviving Corporation may be changed to a name to be specified by Parent. The By-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereafter amended as provided therein and under the DGCL. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall serve until the earlier of their resignation, removal or death or their respective successors are duly elected or appointed and qualified, as the case may be. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall serve until the earlier of their resignation, removal or death or until their respective successors have been duly elected or appointed and qualified, as the case may be.

Organizational Documents; Directors and Officers. Subject to Section 6.9(a), (a) The the certificate of incorporation of the Surviving Corporation Company shall be amended at the Effective Time to be read as set forth in the form of the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time andExhibit B, and as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein and under the DGCL, except that and (b) the name of the Surviving Corporation may be changed to a name to be specified by Parent. The By-laws Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the By-laws Bylaws of the Surviving Corporation until thereafter amended as provided therein and under in accordance with the applicable provisions of the DGCL, the certificate of incorporation of the Surviving Corporation and such bylaws; provided, that (i) any such amendment shall be subject to the provisions of Section 6.9(a) and (ii) prior to the Closing, Parent will cause the bylaws of Merger Sub to be amended to the extent necessary to cause them to meet the requirements of Section 6.9(a). The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall serve until the earlier of their resignation, resignation or removal or death or such time as their respective successors are duly elected or appointed and qualified, as the case may be. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall serve until the earlier of their resignation, resignation or removal or death or until such time as their respective successors have been duly elected or appointed and qualified, as the case may be.

Organizational Documents; Directors and Officers. Subject to Section 6.9(a), (a) The the certificate of incorporation of the Surviving Corporation Company shall be amended at the Effective Time to be read as set forth in the form of the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time andExhibit B, and as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein and under the DGCL, except that and (b) the name of the Surviving Corporation may be changed to a name to be specified by Parent. The By-laws bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the By-laws bylaws of the Surviving Corporation until thereafter amended as provided therein and under amended, in accordance with the applicable provisions of the DGCL, the certificate of incorporation of the Surviving Corporation and such bylaws; provided, that (i) any such amendment shall be subject to the provisions of Section 6.9(a) and (ii) prior to the Closing, Parent will cause the bylaws of Merger Sub to be amended to the extent necessary to cause them to meet the requirements of Section 6.9(a). The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall serve until the earlier of their resignation, resignation or removal or death or such time as their respective successors are duly elected or appointed and qualified, as the case may be. The officers of Merger Sub the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall serve until the earlier of their resignation, resignation or removal or death or until such time as their respective successors have been duly elected or appointed and qualified, as the case may be.