Common use of Certificate of Incorporation; Bylaws Clause in Contracts

Certificate of Incorporation; Bylaws. At the Effective Time, (a) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to contain the provisions set forth in the Certificate of Incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, and in each case until thereafter changed or amended as provided therein or pursuant to applicable Law.

Certificate of Incorporation; Bylaws. At the Effective Time, (a) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to contain the provisions read as set forth in Exhibit C hereto. From and after the Certificate of Incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Effective Time, Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, and in each case shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or pursuant to applicable Lawin accordance with the DGCL, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.

Certificate of Incorporation; Bylaws. At Pursuant to the Effective TimeMerger, (a) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to contain the provisions set forth in the Certificate of Incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger SubPurchaser, each as in effect immediately prior to the Effective Time, and in each case shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or pursuant by applicable Law, and (b) the Bylaws of the Purchaser, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

Certificate of Incorporation; Bylaws. At the Effective Time, ------------------------------------ (a) the Certificate certificate of Incorporation incorporation of Merger Sub as in effect at the Effective Time shall, from and after the Effective Time, be the certificate of incorporation of the Surviving Corporation shall be until thereafter changed or amended in its entirety to contain accordance with the provisions set forth in the Certificate of Incorporation of Merger Sub thereof and applicable law and (b) the Bylaws bylaws of Merger Sub as in effect at the Effective Time shall, from and after the Effective Time, be the bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, and in each case until thereafter changed or amended as provided therein or pursuant to in accordance with the provisions thereof and applicable Lawlaw.

Certificate of Incorporation; Bylaws. At the Effective Time, (a) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to contain the provisions set forth in the Certificate of Incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Certificate of Incorporation and the Bylaws of Merger Subthe Purchaser, each as in effect immediately prior to the Effective Time, and in each case until thereafter changed or amended as provided therein or pursuant to applicable Law.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the Amended and Restated Certificate of Incorporation of the Surviving Corporation Company shall be amended so as to read in its entirety to contain the provisions set forth in the Certificate form attached hereto as Exhibit B, and, as so amended, shall be the certificate of Incorporation of Merger Sub and (b) the Bylaws incorporation of the Surviving Corporation shall be until thereafter amended in their entirety to contain the provisions set forth in the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, accordance with its terms and in each case until thereafter changed or amended as provided therein or pursuant to applicable Law.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to contain the provisions set forth in the Certificate of Incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger SubCompany, each as in effect immediately prior to the Effective Time, shall be amended to read in its entirety as set forth in Exhibit C, and in each case thereafter shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or pursuant to applicable Lawamended.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the Certificate certificate of Incorporation incorporation of the Surviving Corporation Company shall be amended so that it reads in its entirety to contain the provisions set forth in same as the Certificate certificate of Incorporation incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and in each case shall become references to the Surviving Corporation, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended in accordance with its terms and as provided therein or pursuant to by applicable Law.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended in its entirety and restated at the Effective Time to contain the provisions set forth be in the Certificate of Incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger Subform attached hereto as Exhibit A, each as in effect immediately prior to the Effective Time, and in each case until thereafter changed or amended as provided therein or pursuant to applicable Lawby law and such certificate of incorporation.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, subject to the provisions of Section 5.10, the Certificate of Incorporation of Company shall be amended and restated to be the same in substance as the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time (a) except that the name of Company will remain unchanged), and said amended and restated Certificate of Incorporation shall be the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to contain the provisions set forth in the Certificate of Incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, and in each case until thereafter changed or amended as provided therein or pursuant to applicable Lawamended.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended in its entirety to contain the provisions read as set forth in the Certificate of Incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger SubExhibit A, each as in effect immediately prior to the Effective Time, and in each case until thereafter changed or amended as provided therein or pursuant to by applicable Law, in each case consistent with the obligations set forth in Section 5.08.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (athe Certificate of Incorporation of the Surviving Corporation shall, subject to Section 5.10(a) of this Agreement, be amended and restated to be identical to the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time until thereafter amended as provided by law; provided, however, that at the Effective Time the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to contain and restated so that the provisions set forth in the Certificate of Incorporation of Merger Sub and (b) the Bylaws name of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger SubNetopia, each as in effect immediately prior to the Effective Time, and in each case until thereafter changed or amended as provided therein or pursuant to applicable Law.Inc.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to contain the provisions set forth in the Certificate of Incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger SubIncorporation, each as in effect immediately prior to the Effective Time, shall, by virtue of the Merger, be amended and restated in each case its entirety as set forth in Exhibit A hereto and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or pursuant by Law and such certificate of incorporation (subject to applicable LawSection 5.6).

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the Certificate of Incorporation of the Surviving Corporation shall will be amended in its entirety and restated at the Effective Time so as to contain the provisions set forth read in the Certificate of Incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger Sub, each form attached hereto as in effect immediately prior to the Effective Time, and in each case Exhibit A until thereafter changed or amended as provided therein or pursuant to by applicable Lawlegal requirements.

Certificate of Incorporation; Bylaws. At the Effective Time, (a) the Certificate The certificate of Incorporation incorporation of the Surviving Corporation shall be amended in its entirety and restated at and as of the Effective Time to contain read as did the provisions set forth in the Certificate certificate of Incorporation incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, and in each case until thereafter changed or amended as provided therein or pursuant to applicable LawTime (except that the name of the Surviving Corporation will remain unchanged).

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to contain the provisions set forth in the Certificate of Incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger SubIncorporation, each as in effect immediately prior to the Effective Time, shall, by virtue of the Merger, be amended and restated in each case its entirety as set forth in Exhibit B hereto and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or pursuant by Law and such certificate of incorporation (subject to applicable LawSection 5.6).

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the Certificate of Incorporation of the Surviving Corporation shall be amended to read in its entirety to contain the provisions set forth in same as the Certificate certificate of Incorporation incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger Sub, each as Purchaser in effect immediately prior to the Effective Time, and in each case until thereafter changed or amended as provided therein or pursuant to applicable Law.immediately

Certificate of Incorporation; Bylaws. At the Effective Time, (a) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to contain the provisions set forth in the Certificate of Incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Certificate of Incorporation and the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, and as the same may be amended in each case until thereafter changed or amended as provided therein or pursuant to applicable Lawaccordance with Section 5.14.1 hereof.

Certificate of Incorporation; Bylaws. At the Effective Time, (a) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to contain the provisions set forth in the Certificate of Incorporation of Merger Sub and (b) the Bylaws Organizational Documents of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws Organizational Documents of Merger Sub, each as Sub in effect immediately prior to the Effective Time, and in each case until thereafter changed or amended as provided therein or pursuant to applicable Law.

Certificate of Incorporation; Bylaws. At the Effective Time, (a) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to contain the provisions set forth in the Certificate of Incorporation of Merger Sub and (b) the Bylaws Organizational Documents of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws Organizational Documents of Merger Sub, each as in effect immediately prior to the Effective Time, and in each case until thereafter changed or amended as provided therein or pursuant to applicable Law.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended in its entirety to contain the provisions set forth in the Certificate of Incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger SubCorporation, each as in effect immediately prior to the Effective Time, shall be amended so as to contain the provisions, and only the provisions, contained immediately prior thereto in each case until thereafter changed or amended the certificate of incorporation of Merger Sub except for Article I thereof which shall continue to read as provided therein or pursuant to applicable Law.follows: "The name of the corporation is Esperion Therapeutics, Inc."

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety to contain the provisions set forth in read as the Certificate of Incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, and in each case Time until thereafter changed or amended as provided therein or pursuant by Applicable Law; provided, however, that Acquiror may elect to applicable Lawchange the name of the Surviving Corporation as provided in such Certificate of Incorporation of the Surviving Corporation.

Certificate of Incorporation; Bylaws. At the Effective Time, ------------------------------------ (a) the Certificate certificate of Incorporation incorporation of Merger Sub as in effect at the Effective Time shall, from and after the Effective Time, be the certificate of incorporation of the Surviving Corporation shall be until thereafter changed or amended in its entirety to contain accordance with the provisions set forth in the Certificate of Incorporation of Merger Sub thereof and applicable Law (as hereinafter defined) and (b) the Bylaws bylaws of Merger Sub as in effect at the Effective Time shall, from and after the Effective Time, be the bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, and in each case until thereafter changed or amended as provided therein or pursuant to in accordance with the provisions thereof and applicable Lawlaw.

Certificate of Incorporation; Bylaws. At the Effective Time, ------------------------------------ (a) the Certificate certificate of Incorporation incorporation of Merger Sub as in effect at the Effective Time shall, from and after the Effective Time, be the certificate of incorporation of the Surviving Corporation shall be until thereafter changed or amended in its entirety to contain accordance with the provisions set forth in the Certificate of Incorporation of Merger Sub thereof and applicable law, and (b) the Bylaws bylaws of Merger Sub as in effect at the Effective Time shall, from and after the Effective Time, be the bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, and in each case until thereafter changed or amended as provided therein or pursuant to in accordance with the provisions thereof and applicable Lawlaw.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety to contain the provisions set forth in read as the Certificate of Incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger Sub, each as in effect immediately prior to the Effective TimeTime until thereafter amended in accordance with its terms and applicable Legal Requirements, and in each case until thereafter changed or amended as provided therein or pursuant subject to applicable LawSection 6.13(a).

Certificate of Incorporation; Bylaws. At the Effective Time, (a) the ------------------------------------ Certificate of Incorporation of Merger Sub, as in effect at the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation shall be until thereafter amended in its entirety to contain accordance with applicable law. At the provisions set forth in the Certificate of Incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in Effective Time, the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, and in each case shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or pursuant to in accordance with applicable Lawlaw.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to contain the provisions set forth in the Certificate of Incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger SubIncorporation, each as in effect immediately prior to the Effective Time, shall, by virtue of the Merger, be amended and restated in each case its entirety as set forth in Exhibit B hereto and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or pursuant to applicable Lawby Law and such certificate of incorporation.

Certificate of Incorporation; Bylaws. At the Effective ------------------------------------ Time, (a) the Certificate certificate of Incorporation incorporation of Merger Sub as in effect at the Effective Time shall, from and after the Effective Time, be the certificate of incorporation of the Surviving Corporation shall be until thereafter changed or amended in its entirety to contain accordance with the provisions set forth in the Certificate of Incorporation of Merger Sub thereof and applicable law and (b) the Bylaws bylaws of Merger Sub as in effect at the Effective Time shall, from and after the Effective Time, be the bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, and in each case until thereafter changed or amended as provided therein or pursuant to in accordance with the provisions thereof and applicable Lawlaw.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the Certificate of Incorporation Time and by virtue of the Surviving Corporation shall be amended in its entirety to contain Merger, the provisions set forth in the Certificate certificate of Incorporation of Merger Sub and (b) the Bylaws incorporation of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger SubCompany, each as in effect immediately prior to the Effective Time, shall be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended or restated as provided therein and by applicable Law, in each case until thereafter changed or amended as provided therein or pursuant to applicable Lawconsistent with the obligations set forth in Section 6.11.

Certificate of Incorporation; Bylaws. At the Effective Time, (a) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to contain take the provisions set forth in same form as the Certificate of Incorporation of Merger the Sub and (b) the until thereafter amended as provided by law. The Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, and in each case shall become the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or pursuant to applicable Lawamended.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended in its entirety and restated to contain be identical to the provisions set forth in the Certificate certificate of Incorporation incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, and in each case Time (except for the name of the Company) (the “Surviving Corporation Certificate of Incorporation”) until thereafter changed or amended as provided therein or pursuant to by applicable Law, except that the Surviving Corporation Certificate of Incorporation shall comply with Section 6.4.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to contain the provisions set forth in the Certificate of Incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger SubCompany, each as in effect immediately prior to the Effective Time, shall be amended and restated in each case its entirety to read as the Certificate of Incorporation of Merger Sub (with the name of Merger Sub appropriately changed to the name of the Surviving Corporation), and shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or pursuant to applicable Lawby Law and such Certificate of Incorporation.

Certificate of Incorporation; Bylaws. At the Effective Time, (a) the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be the certificate of incorporation of the Company as amended in its entirety pursuant to contain the provisions set forth in the Certificate of Incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger Sub, each form attached hereto as in effect immediately prior to the Effective Time, and in each case Exhibit C until thereafter changed or amended as provided therein or pursuant to by applicable Lawlaw, and (b) the bylaws of the Company shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended in its entirety to contain the provisions set forth in the Certificate of Incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger SubCompany, each as in effect immediately prior to the Effective Time, and shall be amended in each case its entirety to be the same as the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time (other than provisions relating to the name, incorporator or registered agent, which shall not be amended), and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended in accordance with its terms and as provided therein or pursuant to applicable Lawby law.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety to contain the provisions set forth in read as the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time and (b) the Bylaws provisions related to indemnification, exculpation and advancement of the Surviving Corporation expenses shall be amended in their entirety identical to contain the provisions those set forth in the Bylaws certificate of Merger Sub, each incorporation of Target as in effect immediately prior to the Effective Time, and in each case until thereafter changed or amended as provided therein or pursuant to applicable Law.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the Certificate certificate of Incorporation incorporation of the Surviving Corporation Company shall be amended in its entirety to contain conform to the provisions set forth in the Certificate certificate of Incorporation of Merger Sub and (b) the Bylaws incorporation of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger SubPurchaser, each as in effect immediately prior to the Effective Time, and to change the name of the Surviving Company to “Xxxxx-Standard Corporation”, until such time as it may be thereafter further amended in each case until thereafter changed or amended as provided therein or pursuant to accordance with the applicable Lawprovisions of the DGCL and such certificate of incorporation.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (athe Certificate of Incorporation of the Surviving Corporation shall, subject to Section 5.10(a) of this Agreement, be amended and restated to be identical to the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time until thereafter amended as provided by law; provided, however, that at the Effective Time the -------- ------- Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to contain and restated so that the provisions set forth in the Certificate of Incorporation of Merger Sub and (b) the Bylaws name of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger SubNetopia, each as in effect immediately prior to the Effective Time, and in each case until thereafter changed or amended as provided therein or pursuant to applicable Law.Inc.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended in its entirety and restated to contain the provisions set forth in conform to the Certificate of Incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Bylaws of Merger SubPurchaser, each as in effect immediately prior to the Effective Time, and in each case until thereafter changed or amended as provided therein or pursuant by law and such certificate of incorporation; provided, that such certificate of incorporation shall contain such provisions as are necessary to applicable Lawgive full effect to the exculpation and indemnification provided for in Section 7.4 hereof.

Certificate of Incorporation; Bylaws. At the Effective Time, (a) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to contain the provisions set forth in the Certificate of Incorporation of Merger Sub and (b) the Bylaws of the Surviving Corporation shall be amended in their entirety to contain the provisions set forth in the Certificate of Incorporation and the Bylaws of Merger Sub, each as in effect immediately prior to the Effective Time, and in each case until thereafter changed or amended as provided therein or pursuant to applicable Law.