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

Certificate of Incorporation and By-Laws. (i) The certificate of incorporation of the Company (the "Company Charter"), as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Company until thereafter changed or amended as provided therein or under applicable law. (ii) The by-laws of the Company (the "Company By-laws") as in effect immediately prior to the Effective Time shall, from and after the Effective Time, be the by-laws of the Surviving Company until thereafter changed or amended as provided therein or under applicable law.

Certificate of Incorporation and By-Laws. (ia) The certificate of incorporation of the Company (the "Company Charter")Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Company Corporation until thereafter changed or amended as provided therein or under applicable lawby Applicable Law. (iib) The by-laws of the Company (the "Company By-laws") Company, as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the by-laws of the Surviving Company Corporation until thereafter changed or amended as provided therein or under applicable lawby Applicable Law.

Certificate of Incorporation and By-Laws. (i) The certificate of incorporation of the Company (the "Company Charter"), as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Company until thereafter changed or amended as provided therein or under applicable law. (ii) The and by-laws of the Company (the "Company By-laws") as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the certificate of incorporation and by-laws of the Surviving Company Corporation as of the Effective Time, until thereafter changed or duly amended as provided therein or under in accordance with applicable law; provided that the provisions relating to the indemnification of directors, officers, employees and agents of the Company, its Subsidiaries and other entities as described in Section 6.6(a) shall be included in such certificate of incorporation and by-laws.

Certificate of Incorporation and By-Laws. (ia) The certificate Certificate of incorporation Incorporation of the Company (the "Company Charter"), as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Company until thereafter changed or amended as provided therein or under applicable law. (ii) The by-laws of the Company (the "Company By-laws") as in effect immediately prior to the Effective Time shall, from and after shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable law. (b) The By-laws of the Company in effect at the Effective Time, Time shall be the byBy-laws of the Surviving Company Corporation until thereafter changed or amended as provided therein or under in accordance with applicable law.

Certificate of Incorporation and By-Laws. (ia) The certificate Certificate of incorporation Incorporation of the Company (the "Company CharterCertificate of Incorporation"), as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable law. (iib) The byBy-laws of the Company (the "Company By-laws") Merger Sub as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the by-laws of the Surviving Company Corporation, until thereafter changed or amended as provided therein or under by applicable law.

Certificate of Incorporation and By-Laws. (ia) The certificate Certificate of incorporation Incorporation of the Company (the "Company CharterCertificate of Incorporation"), as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable law. (iib) The by-laws of the Company (the "Company By-laws") ), as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the by-laws of the Surviving Company Corporation, until thereafter changed or amended as provided therein or under by applicable law.

Certificate of Incorporation and By-Laws. (ia) The certificate of incorporation of the Company (the "Company Charter")Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable law. (iib) The by-laws Bylaws of the Company (the "Company By-laws") as in effect immediately prior to at the Effective Time shall, from and after the Effective Time, shall be the by-laws of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable law.

Certificate of Incorporation and By-Laws. (ia) The certificate Certificate of incorporation Incorporation (as amended) of the Company (the "“Company Charter")Certificate”) shall be amended at the Effective Time and, as so amended, such Company Certificate shall be the Restated Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. (b) The By-laws of the Company as in effect immediately prior to the Effective Time, shall be the certificate of incorporation By-laws of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable law. (ii) The by-laws of the Company (the "Company By-laws") as in effect immediately prior to the Effective Time shall, from and after the Effective Time, be the by-laws of the Surviving Company until thereafter changed or amended as provided therein or under applicable law.

Certificate of Incorporation and By-Laws. (ia) The certificate Certificate of incorporation Incorporation of the Company (the "Company Charter")Company, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable law. (iib) The byBy-laws of the Company (the "Company By-laws") Company, as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the byBy-laws of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable law.

Certificate of Incorporation and By-Laws. (ia) The certificate of incorporation of the Company (the "Company Charter"), as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable law. (iib) The by-laws of the Company (the "Company By-laws") Sub, as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the by-laws of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable law.

Certificate of Incorporation and By-Laws. (ia) The certificate Second Amended and Restated Certificate of incorporation Incorporation of the Company (the "Company CharterCertificate of Incorporation"), as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable law. (iib) The by-laws of the Company (the "Company By-laws") as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the by-laws of the Surviving Company Corporation, until thereafter changed or amended as provided therein or under by applicable law.

Certificate of Incorporation and By-Laws. (ia) The certificate of incorporation of the Company (the "Company Charter")Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Company Corporation until thereafter changed or amended as provided therein or under applicable law.by Applicable Law; provided, however, that such certificate of incorporation shall be amended to be in the form attached hereto as Exhibit B. (iib) The by-laws of the Company (the "Company By-laws") Sub as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the by-laws of the Surviving Company Corporation until thereafter changed or amended as provided therein or under applicable lawby Applicable Law.

Certificate of Incorporation and By-Laws. (ia) The certificate of incorporation of the Company (the "Company Charter"), as in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable law. (iib) The by-laws of the Company (the "Company By-laws") Sub as in effect immediately prior to at the Effective Time shall, from and after the Effective Time, shall be the by-laws of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable law.

Certificate of Incorporation and By-Laws. (ia) The certificate Amended and Restated Certificate of incorporation Incorporation of the Company (the "Company Charter")Company, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable law. (iib) The byBy-laws of the Company (the "Company By-laws") Sub, as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the byBy-laws of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable law.

Certificate of Incorporation and By-Laws. (ia) The certificate Certificate of incorporation Incorporation of the Company (the "Company Charter")Company, as in effect immediately prior to the Effective Time, Time of the Merger shall be the certificate Certificate of incorporation Incorporation of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable law. (iib) The byBy-laws of the Company (the "Company By-laws") Sub as in effect immediately prior to the Effective Time shall, from and after of the Effective Time, Merger shall be the byBy-laws of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable law.

Certificate of Incorporation and By-Laws. (ia) The certificate of incorporation of the Company (the "Company Charter")Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable law. (iib) The by-laws of the Company (the "Company By-laws") as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the by-laws of the Surviving Company Corporation, until thereafter changed or amended as provided therein or under by applicable law.

Certificate of Incorporation and By-Laws. (ia) The certificate of incorporation of the Company (the "Company Charter"), as in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable law. (ii) The by-laws of the Company (the "Company By-laws") as in effect immediately prior to the Effective Time shall, from and after the Effective Time, be the by-laws of the Surviving Company until thereafter changed or amended as provided therein or under applicable law.

Certificate of Incorporation and By-Laws. (ia) The certificate Certificate of incorporation Incorporation of the Company (the "Company CharterCertificate of Incorporation"), as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Company Corporation, until thereafter changed or amended as provided therein or under by applicable law. (iib) The by-laws of the Company (the "Company By-laws") as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the by-laws of the Surviving Company Corporation, until thereafter changed or amended as provided therein or under by applicable law.

Certificate of Incorporation and By-Laws. (ia) The certificate Certificate of incorporation Incorporation of the Company (the "Company Charter")Company, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable lawLaw. (iib) The byBy-laws of the Company (the "Company By-laws") Sub as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the byBy-laws of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable lawLaw.

Certificate of Incorporation and By-Laws. (ia) The certificate Certificate of incorporation Incorporation of the Company (the "Company Charter")Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable law. (iib) The byBy-laws of the Company (the "Company By-laws") Company, as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the by-laws of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable law.

Certificate of Incorporation and By-Laws. (ia) The certificate of incorporation of the Company (the "Company Charter"), as in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable law. (iib) The by-laws of the Company (the "Company By-laws") as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the by-laws of the Surviving Company Corporation, until thereafter changed or amended as provided therein or under by applicable law.

Certificate of Incorporation and By-Laws. (i) The certificate At the Effective Time, the Company’s Certificate of incorporation of the Company Incorporation, as amended or restated (the "“Company Charter"Certificate”), and the Company’s By Laws, as amended or restated (the “Company By-Laws”), as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation and the By-Laws of the Surviving Company until thereafter changed or amended as provided therein or under applicable lawCorporation. (ii) The by-laws of the Company (the "Company By-laws") as in effect immediately prior to the Effective Time shall, from and after the Effective Time, be the by-laws of the Surviving Company until thereafter changed or amended as provided therein or under applicable law.

Certificate of Incorporation and By-Laws. (ia) The certificate of incorporation of the Company (the "Company Charter"), as in effect immediately prior to the Effective Time, Closing Date shall be the certificate of incorporation of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable law. (iib) The by-laws of the Company (the "Company By-laws") Sub as in effect immediately prior to at the Effective Time shall, from and after the Effective Time, be Closing Date shall become the by-laws of the Surviving Company Corporation, until thereafter changed or amended as provided therein or under by applicable law.

Certificate of Incorporation and By-Laws. (ia) The certificate Certificate of incorporation Incorporation of the Company (the "Company Charter")Company, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable law. (iib) The byBy-laws of the Company (the "Company By-laws") as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the byBy-laws of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable law.

Certificate of Incorporation and By-Laws. (ia) The certificate Certificate of incorporation Incorporation of the Company (the "Company CharterCertificate of -------------- Incorporation"), as in effect immediately prior to the Effective Time, shall be ------------- the certificate of incorporation of the Surviving Company Corporation, until thereafter changed or amended as provided therein or under by applicable law. (iib) The by-laws of the Company (the "Company By-laws") as in effect immediately ------- prior to the Effective Time shall, from and after the Effective Time, shall be the by-laws of the Surviving Company Corporation, until thereafter changed or amended as provided therein or under by applicable law.

Certificate of Incorporation and By-Laws. (ia) The certificate Amended and Restated Certificate of incorporation Incorporation of the Company (the "Company Charter")Company, as in effect immediately prior to the Effective TimeTime of the Merger, shall be the certificate Certificate of incorporation Incorporation of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable law. (iib) The byCorrected By-laws of the Company (the "Company By-laws") as in effect immediately prior to the Effective Time shall, from and after of the Effective Time, Merger shall be the byBy-laws of the Surviving Company Corporation until thereafter changed or amended as provided therein or under by applicable law.

Certificate of Incorporation and By-Laws. (ia) The certificate Amended and Restated Certificate of incorporation Incorporation of the Company (the "Company Charter"), as in effect immediately prior to the Effective Time, as amended by the Company Charter Proposal, shall be the certificate Certificate of incorporation Incorporation of the Surviving Company Corporation until thereafter changed or amended as provided therein or under in accordance with the terms thereof and with applicable law. (iib) The by-laws of the Company (the "Company By-laws") as Laws of Merger Sub in effect immediately prior to at the Effective Time shall, from and after the Effective Time, shall be the byBy-laws Laws of the Surviving Company Corporation until thereafter changed or amended as provided therein or under in accordance with the terms thereof and with applicable law.

Certificate of Incorporation and By-Laws. (i) The certificate At the Effective Time, the Company’s Certificate of incorporation of the Company Incorporation, as amended or restated (the "“Company Charter"Certificate”), and the Company’s By-Laws, as amended or restated (the “Company By-Laws”), as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation and the By-Laws of the Surviving Company until thereafter changed or amended as provided therein or under applicable lawCorporation. (ii) The by-laws of the Company (the "Company By-laws") as in effect immediately prior to the Effective Time shall, from and after the Effective Time, be the by-laws of the Surviving Company until thereafter changed or amended as provided therein or under applicable law.

Certificate of Incorporation and By-Laws. (ia) The certificate Certificate of incorporation Incorporation of the Company (the "Company Charter"), as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Company until thereafter changed or amended as provided therein or under applicable law. (ii) The by-laws of the Company (the "Company By-laws") as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the by-laws Certificate of Incorporation of the Surviving Company Corporation until thereafter changed or amended as provided therein or under applicable lawand as permitted by law and this Agreement. (b) The Bylaws of the Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation upon completion of the Merger and remain the Bylaws of the Surviving Corporation until thereafter amended as provided therein and as permitted by law and this Agreement.