Common use of Certificate of Incorporation and By-Laws Clause in Contracts

Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Company shall be amended in the Merger to read in its entirety as set forth on Exhibit A hereto and as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. (b) Subject to Section 6.05(b), 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 changed or amended as provided therein or by applicable law.

Certificate of Incorporation and By-Laws. (a) The ----------------------------------------- Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time shall be amended in at the Merger to read in its entirety Effective Time as set forth on in Exhibit A hereto and B, and, as so amended, such Certificate of Incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable lawLaw. (b) Subject to Section 6.05(b), the The By-laws of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the byBy-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable lawLaw.

Certificate of Incorporation and By-Laws. (a) The Certificate certificate of Incorporation incorporation of the Company shall be amended as of the Effective Time to be in the Merger to read in its entirety as set forth on form of Exhibit A attached hereto and and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. (b) Subject to Section 6.05(b), the ByThe by-laws in the form of Merger Sub, as in effect immediately prior to the Effective Time, Exhibit B attached hereto shall be the by-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation (as amended) of the Company (the "Company Certificate") shall be amended at the Effective Time to be in the Merger to read in its entirety as set forth on form of Exhibit A hereto and and, as so amended, such Company Certificate shall be the certificate Restated Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. (b) Subject to Section 6.05(b), the The By-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the byBy-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

Certificate of Incorporation and By-Laws. (a) The Fourth Amended and Restated Certificate of Incorporation of the Company (the "Company Certificate") shall be amended at the Effective Time to be in the Merger to read in its entirety as set forth on form of Exhibit A hereto and and, as so amended, such Company Certificate shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. (b) Subject to Section 6.05(b), the The By-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the byBy-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation (as amended) of the Company (the “Company Certificate”) shall be amended at the Effective Time to be in the Merger form attached to read in its entirety as set forth on of Exhibit A hereto and B and, as so amended, such Company Certificate shall be the certificate Restated Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. (b) Subject to Section 6.05(b), the The By-laws of Merger Subthe Company, as in effect immediately prior to the Effective Time, shall be the byBy-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of Merger Sub, attached as Exhibit A, as in effect immediately before the Company shall be amended in the Merger to read in its entirety as set forth on Exhibit A hereto and as so amended, Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until Corporation, until, subject to Section 6.05 (Indemnification), thereafter changed or amended as provided therein or by applicable lawLaw. (b) Subject to Section 6.05(b), The By-laws of Merger Sub as in effect immediately before the Effective Time shall be 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 Corporation, until, subject to Section 6.05 (Indemnification), thereafter changed or amended as provided therein or by applicable lawLaw.

Certificate of Incorporation and By-Laws. (a) The Restated Certificate of Incorporation of the Company shall be amended in at the Merger Effective Time to read in its entirety as set forth on the form of Exhibit A hereto and and, as so amended, such Restated Certificate of Incorporation shall be the certificate Restated Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. (b) Subject to Section 6.05(b), the The By-laws of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the byBy-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

Certificate of Incorporation and By-Laws. (a) The Restated Certificate of Incorporation of the Company, as amended (the “Company Certificate”), shall be amended at the Effective Time to be in the Merger to read in its entirety as set forth on form of Exhibit A hereto and B and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable lawLaw. (b) Subject to Section 6.05(b), the ByThe by-laws of Merger SubInvestor Newco, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable lawLaw.

Certificate of Incorporation and By-Laws. (a) The Restated Certificate of Incorporation of the Company Company, as in effect immediately prior to the Effective Time of the Merger, shall be amended in to create the Merger to read in its entirety as set forth on Exhibit A hereto and preferred stock contemplated by Section 2.01(a) and, as so amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. (b) Subject to Section 6.05(b), the The By-laws of Merger Sub, the Company as in effect immediately prior to the Effective Time, Time of the Merger shall be the byBy-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Company shall be amended in the Merger to read in its entirety as set forth on Exhibit A hereto and as so amendedEffective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable lawLaw, except that Article First of the Certificate of Incorporation of Merger Sub shall be amended to change the name of Merger Sub as directed by Parent. (b) Subject to Section 6.05(b), the The By-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the byBy-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable lawLaw.

Certificate of Incorporation and By-Laws. (a) The Certificate certificate of Incorporation incorporation of the Company shall be amended in the Merger to read be in its entirety as set forth on Exhibit A hereto a form to be mutually agreed between the Company and Parent, and as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by in accordance with applicable lawLaw. (b) Subject to Section 6.05(b), the ByThe by-laws of the Company shall be amended in the Merger Subto be in a form to be mutually agreed between the Company and Parent, and as in effect immediately prior to the Effective Time, so amended shall be the by-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by in accordance with applicable lawLaw.

Certificate of Incorporation and By-Laws. (a) The Certificate of Incorporation of the Company, as heretofore amended (the “Company Certificate”), shall be amended in at the Merger Effective Time to read in its entirety as set forth on the form of Exhibit A B hereto and and, as so amended, the Company Certificate shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable lawLaw. (b) Subject to Section 6.05(b), the The By-laws of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the byBy-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable lawLaw.