Common use of Certificate of Incorporation and Bylaws of the Surviving Corporation Clause in Contracts

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Company shall be amended and restated so that they shall be identical to the certificate of incorporation of Merger Sub as in effect as of immediately prior to the Effective Time (except that the name of the Surviving Corporation shall be “Natrol, Inc.”) and shall be the certificate of incorporation of the Surviving Corporation until thereafter amended (subject to Section 6.9 hereof) as provided therein or by applicable Law. At the Effective Time, the bylaws of the Company shall be amended and restated to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation shall be “Natrol, Inc.”) and shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law (and subject to Section 6.9 hereof).

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be amended and restated so that they shall be identical to the certificate of incorporation of Merger Sub as in effect as of immediately prior to the Effective Time (except that to be in the name form of the Surviving Corporation shall be “Natrol, Inc.”) Exhibit A hereto and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation until thereafter amended (subject to Section 6.9 hereof) as provided therein or by applicable LawLaw (subject to Section 5.6 hereof). At the Effective Time, The parties hereto shall take all necessary action such that the bylaws of the Company shall be amended and restated to be identical to the bylaws of Merger Sub Company, as in effect immediately prior to the Effective Time, shall be amended and restated as of the Effective Time to be in the form of the bylaws of Merger Sub (except that with respect to the name of the Surviving Corporation shall be “NatrolCompany), Inc.”) and such bylaws, as so amended and restated, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law (and subject to Section 6.9 5.6 hereof).

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be amended and restated so that they shall be identical to the certificate of incorporation of Merger Sub as in effect as of immediately prior to the Effective Time (except that to be in the name form of the Surviving Corporation shall be “Natrol, Inc.”) Exhibit A hereto and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation until thereafter amended (subject to Section 6.9 hereof) as provided therein or by applicable LawLaw (and subject to Section 5.07 hereof). At the Effective Time, The parties hereto shall take all necessary action such that the bylaws of the Company shall be amended and restated to be identical to the bylaws of Merger Sub Company, as in effect immediately prior to the Effective Time, shall be amended and restated as of the Effective Time to be in the form of the bylaws of Merger Sub (except that with respect to the name of the Surviving Corporation shall be “NatrolCompany), Inc.”) and such bylaws, as so amended and restated, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law (and subject to Section 6.9 5.07 hereof).

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Company shall shall, by virtue of the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so that they shall be identical to the certificate of incorporation of Merger Sub as in effect as of immediately prior to the Effective Time (except that the name of the Surviving Corporation shall be “Natrolamended and restated, Inc.”) and shall be the certificate of incorporation of the Surviving Corporation until thereafter amended (subject to Section 6.9 hereof) as provided therein or by applicable LawLaw (and subject to Section 5.06). At The parties hereto shall take all necessary actions so that, at the Effective Time, the bylaws of the Company shall be amended and restated in their entirety to be identical to read in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that references to the name of Merger Sub shall be replaced by references to the name of the Surviving Corporation shall be “NatrolCorporation) and, Inc.”) as so amended and restated, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law (and subject to Section 6.9 hereof5.06).

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be amended and restated so that they shall as of the Effective Time to be identical to the certificate of incorporation of Merger Sub as in effect as of immediately prior to the Effective Time (Time, except that the name of the Surviving Corporation shall be “NatrolApria, Inc.”) and ,” and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended (subject to Section 6.9 hereof) as provided therein or by applicable Law, in each case, subject to Section 5.06 hereof. At the Effective Time, the The bylaws of the Company Surviving Corporation shall be amended and restated as of the Effective Time to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that references to the name of Merger Sub shall instead be references to the name of the Surviving Corporation shall be “NatrolCorporation) and, Inc.”) and as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law (and subject to Section 6.9 hereof)Law.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Company shall shall, by virtue of the Merger, be amended and restated so that they shall be identical in its entirety in form and substance reasonably satisfactory to the certificate of incorporation of Merger Sub Company and Parent and, as in effect as of immediately prior to the Effective Time (except that the name of the Surviving Corporation shall be “Natrolso amended and restated, Inc.”) and shall be the certificate of incorporation of the Surviving Corporation until thereafter amended (subject to Section 6.9 hereof) as provided therein or by applicable LawLaw (and subject to Section 5.06). At The parties hereto shall take all necessary actions so that, at the Effective Time, the bylaws of the Company shall be amended and restated in their entirety to be identical to in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that references to the name of Merger Sub shall be replaced by references to the name of the Surviving Corporation shall be “NatrolCorporation) and, Inc.”) as so amended and restated, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law (and subject to Section 6.9 hereof5.06).