Second Surviving Corporation. Effective upon the Merger 2 Effective Time, (i) the certificate of incorporation of Sunbeam Primary, as in effect immediately prior to the Merger 2 Effective Time, shall be the certificate of incorporation of the Second Surviving Corporation until amended in accordance with applicable Law and (ii) the bylaws of Sunbeam Primary, as in effect immediately prior to the Merger 2 Effective Time, shall be the bylaws of the Second Surviving Corporation until amended in accordance with applicable Law.
Second Surviving Corporation. The directors of Merger Sub at the Merger 2 Effective Time shall, from and after the Merger 2 Effective Time, be the initial directors of the Second Surviving Corporation and shall hold office in accordance with the certificate of incorporation and bylaws of the Second Surviving Corporation until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal. The officers of Merger Sub (which is the First Surviving Corporation) at the Merger 2 Effective Time shall, from and after the Merger 2 Effective Time, be the initial officers of the Second Surviving Corporation and shall hold office in accordance with the certificate of incorporation and bylaws of the Second Surviving Corporation until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.
