Certificate of Incorporation Clause Samples

Certificate of Incorporation. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Amended and Restated Certificate of Incorporation.

Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the name of the Surviving Corporation shall be changed to the name of the Company.

Certificate of Incorporation. 2 2.6 Bylaws.................................................................................2 2.7

Certificate of Incorporation. The certificate of incorporation of the Company shall be amended at the Effective Time to read in its entirety as set forth in Exhibit B hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.

Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated as set forth in Exhibit A and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until further amended in accordance with Applicable Law.

Certificate of Incorporation. 6 SECTION 3.2. Bylaws..................................................... 6 SECTION 3.3.

Certificate of Incorporation. At the Effective Time, subject to the provisions of Section 7.1(a), the certificate of incorporation of the Company shall be amended and restated in its entirety to read identically to the certificate of incorporation of Acquisition Sub, as in effect immediately prior to the Effective Time, and such amended and restated certificate of incorporation shall become the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the applicable provisions of the DGCL and such certificate of incorporation.

Certificate of Incorporation. 10 2.4 Bylaws....................................................................... 11 2.5 Directors.................................................................... 11 2.6 Officers..................................................................... 11

Certificate of Incorporation. The certificate of incorporation of the Merger Sub in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended as provided therein and in accordance with applicable law; provided that the provisions thereof as to indemnification and exculpation of directors shall be no less favorable than those contained in the certificate of incorporation of the Company, as previously filed as an exhibit to the SEC Documents.