Common use of Certificate of Incorporation; Bylaws Clause in Contracts

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, until thereafter amended as provided by law and such certificate of incorporation. After the Effective Time, the Company shall cause the certificate of incorporation of the Surviving Corporation to be amended and restated in its entirety as set forth on Exhibit B.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, Corporation until thereafter amended as provided by law and such certificate Certificate of incorporation. After Incorporation of the Surviving Corporation; provided, however, that at the Effective Time, Time Article I of the Company shall cause the certificate Certificate of incorporation Incorporation of the Surviving Corporation to shall be amended and restated in its entirety as set forth on Exhibit B.to read: "The name of the corporation is `Network Solutions, Inc.'"

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, as, in effect immediately prior to the Effective Time and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, and (b) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation bylaws of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, until thereafter amended as provided by law and such certificate of incorporation. After the Effective Time, the Company shall cause the certificate of incorporation of the Surviving Corporation to be amended and restated in its entirety as set forth on Exhibit B..

Certificate of Incorporation; Bylaws. (a) At Pursuant to the Effective TimeMerger, the certificate of incorporation of the Company shall be amended and restated to be in the form of the certificate of incorporation of Merger Sub, as Sub in effect immediately prior to the Effective TimeTime and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving CorporationCorporation until thereafter amended in accordance with its terms and as provided by law, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, until thereafter amended as provided by law and such certificate of incorporation. After the Effective Time, the Company shall cause the certificate of incorporation name of the Surviving Corporation to shall be amended and restated in its entirety as set forth on Exhibit B.designated by Parent.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, Corporation until thereafter amended as provided by law and such certificate Certificate of incorporation. After Incorporation of the Surviving Corporation; provided, however, that at the Effective Time, Time the Company shall cause the certificate Certificate of incorporation Incorporation of the Surviving Corporation to shall be amended and restated in its entirety as set forth on Exhibit B.so that the name of the Surviving Corporation shall be SEEQ Technology Incorporated.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, Corporation until thereafter amended as provided by law and such certificate Certificate of incorporation. After Incorporation of the Effective TimeSurviving Corporation; provided, however, that Article I of the Company shall cause the certificate Certificate of incorporation -------- ------- Incorporation of the Surviving Corporation to shall be amended and restated in its entirety as set forth on Exhibit B.at the Effective Time to read: "The name of the corporation is Talarian Corporation."

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation and the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, until thereafter amended as provided by law and such certificate of incorporation. After the Effective Time, the Company shall cause the certificate of incorporation Bylaws of the Surviving Corporation to be amended and restated in its entirety as set forth on Exhibit B.until thereafter amended.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, until thereafter amended as provided by law and such certificate of incorporation. After the Effective Time, the Company shall cause the certificate of incorporation Incorporation of the Surviving Corporation to until thereafter changed or amended as provided therein or by applicable law; provided, however, that Article 1 of the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as set forth on Exhibit B.follows: "The name of the corporation is OnTrak Systems, Inc."

Certificate of Incorporation; Bylaws. (a) At the Effective Time, : (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective TimeTime and as amended by the Certificate of Merger, shall be become the certificate of incorporation of the Surviving Corporation, except that references therein and (b) the bylaws of Merger Sub, as in effect immediately prior to Merger Sub shall be treated as references to the Surviving Corporation, until thereafter amended as provided by law and such certificate of incorporation. After the Effective Time, shall become the Company shall cause the certificate of incorporation bylaws of the Surviving Corporation to be amended and restated in its entirety as set forth on Exhibit B.Corporation.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, Corporation until thereafter amended as provided by law and such certificate Certificate of incorporationIncorporation of the Surviving Corporation. After At the Effective Time, the Company shall cause the certificate Certificate of incorporation Incorporation of the Surviving Corporation Parent shall have been amended to be amended and restated in its entirety as set forth on Exhibit B.effect the Parent Name Change.

Certificate of Incorporation; Bylaws. (a) At The Certificate of Merger shall provide that, at the Effective Time, the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall be in the form of the Certificate of Incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time; provided, shall be the certificate however, that as of incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, until thereafter amended as provided by law and such certificate of incorporation. After the Effective Time, Article I of the Company shall cause the certificate Certificate of incorporation Incorporation of the Surviving Corporation to be amended and restated in its entirety as set forth on Exhibit B.shall read: “The name of the corporation is Hemosense, Inc.”

Certificate of Incorporation; Bylaws. (a) At the Effective Time, : (a) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective TimeTime and as amended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, until thereafter amended as provided by law and such certificate of incorporation. After the Effective Time, the Company shall cause become the certificate of incorporation of the Surviving Corporation and shall reflect a name change to be amended that of the Surviving Corporation, and restated (b) the bylaws of Merger Sub, as in its entirety as set forth on Exhibit B.effect immediately prior to the Effective Time, shall become the bylaws of the Surviving Corporation.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended to be identical to the certificate of incorporation of Merger Sub, Sub (as in effect immediately prior to the Effective Time), except that Article I thereof shall read in its entirety as follows: “The name of the Corporation is I-Flow Corporation.” Such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, Corporation until thereafter amended as provided by law in accordance with the provisions thereof and such certificate of incorporation. After the Effective Time, the Company shall cause the certificate of incorporation of the Surviving Corporation to be amended and restated in its entirety as set forth on Exhibit B.applicable Law.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, Corporation until thereafter amended as provided by law the DGCL and such certificate Certificate of incorporation. After the Effective TimeIncorporation; provided, the Company shall cause the certificate of incorporation however, that Article I of the Surviving Corporation to Certificate of Incorporation shall be amended and restated in its entirety to read as set forth on Exhibit B.follows: "The name of the corporation is Global Integrity Corporation."

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Company’s certificate of incorporation will, by virtue of the Merger, be amended and restated in its entirety to read as the certificate of incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time, shall except that the name of the Surviving Corporation will remain “Solutia Inc.”, and as so amended and restated will be the certificate of incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, Corporation until thereafter amended as provided therein or by law and such certificate of incorporation. After the Effective Time, the Company shall cause the certificate of incorporation of the Surviving Corporation to be amended and restated in its entirety as set forth on Exhibit B.applicable Law.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of Merger Sub, as Sub in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated Corporation as references to of the Surviving Corporation, Effective Time until thereafter amended as provided by law and such certificate of incorporation. After in accordance with the DGCL; provided, however, that at the Effective Time, the Company shall cause Article I of the certificate of incorporation of the Surviving Corporation to shall be amended and restated in its entirety to read as set forth on Exhibit B.follows: “The name of the corporation is Adgero Biopharmaceuticals, Inc.”

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, Corporation until thereafter amended as provided therein or by law and such certificate of incorporation. After applicable law; provided, however, that at the Effective Time, Time Article I of the Company shall cause the certificate Certificate of incorporation Incorporation of the Surviving Corporation to shall be amended and restated in its entirety as set forth on Exhibit B.to read: "The name of the corporation is 'Digene Corporation'".

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the The certificate of incorporation and bylaws of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be constitute the certificate of incorporation and bylaws of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, until thereafter amended as provided by law Corporation at and such certificate of incorporation. After after the Effective Time; provided, the Company shall cause however, that Article I of the certificate of incorporation of the Surviving Corporation to will be amended at the Effective Time to read "The name of the corporation is Superior Galleries, Inc." (or as Parent and restated in its entirety as set forth on Exhibit B.the Company may otherwise agree prior to the filing of the Certificate of Merger) until thereafter amended.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of the Company shall be amended and restated so that the certificate of incorporation of Merger Sub, as in effect Sub immediately prior to the Effective Time, Time shall be the certificate of incorporation of the Surviving Corporation, Corporation (except that references therein to Merger Sub the name of the Company shall be treated as references to substituted for the Surviving Corporation, name of Merger Sub) until thereafter amended in accordance with their terms and as provided by law and such certificate of incorporation. After the Effective Time, the Company shall cause the certificate of incorporation of the Surviving Corporation to be amended and restated in its entirety as set forth on Exhibit B.applicable Law.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, Corporation until thereafter amended in accordance with the terms thereof or as provided by law applicable Law, and such certificate (b) the bylaws of incorporation. After Merger Sub as in effect immediately prior to the Effective TimeTime shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the Company shall cause the certificate of incorporation of the Surviving Corporation to be amended and restated in its entirety or as set forth on Exhibit B.provided by applicable Law.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, until thereafter amended as provided by law and such certificate of incorporation. After the Effective Time, the Company shall cause the certificate of incorporation of the Surviving Corporation to be amended and restated in its entirety as set forth on Exhibit B.A.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of the Merger Sub, as in effect immediately prior to the Effective TimeTime and as set forth in Exhibit B to this Agreement, shall be the certificate Certificate of incorporation --------- Incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, Corporation until thereafter amended as provided by law and such certificate Certificate of incorporation. After Incorporation; provided, however, that Section 1 of the Effective Time, the Company shall cause the certificate Certificate of incorporation Incorporation of the Surviving Corporation to shall be amended and restated in its entirety to read as set forth on Exhibit B.follows: "

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the The certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving CorporationCorporation until thereafter amended in accordance with the provisions thereof and applicable Law, except that references therein to Merger Sub Article II thereof shall be treated read as references to the Surviving Corporation, until thereafter amended as provided by law and such certificate of incorporation. After the Effective Time, the Company shall cause the certificate of incorporation of the Surviving Corporation to be amended and restated in its entirety as set forth on Exhibit B.follows: “

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the The certificate of incorporation of the Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to Corporation immediately after the Surviving Corporation, Effective Time until thereafter amended as provided by law Law and such certificate of incorporation. After , except that (i) the Effective Time, name of the corporation set forth therein shall be changed to the name of the Company shall cause and (ii) the certificate of incorporation identity of the Surviving Corporation to incorporator shall be amended and restated in its entirety as set forth on Exhibit B.deleted.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, until thereafter amended as provided by law law, the bylaws of the Surviving Corporation and such certificate of incorporation. After the Effective Time, the Company shall cause the certificate of incorporation of the Surviving Corporation to be amended and restated in its entirety as set forth on Exhibit B.applicable.

Certificate of Incorporation; Bylaws. (ai) At Pursuant to the Merger, the Certificate of Incorporation of the Company shall be amended and restated immediately after the Effective Time, Time to be in the certificate form of incorporation the Certificate of Incorporation of Merger Sub, as Sub in effect immediately prior to the Effective TimeTime and, as so amended, such Certificate of Incorporation shall be the certificate Certificate of incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, until thereafter amended as provided by law and such certificate of incorporation. After the Effective Time, the Company shall cause the certificate of incorporation Incorporation of the Surviving Corporation to until thereafter amended in accordance with its terms and as provided by Law, except that the name of the Surviving Corporation shall be amended and restated in its entirety as set forth on Exhibit B.Xxxxxx Xxxxxx, Inc.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub, in the form attached hereto as Exhibit C, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, Corporation until thereafter amended as provided by law and such certificate Certificate of incorporation. After Incorporation; provided, however, that at the Effective Time, Time the Company shall cause the certificate Certificate of incorporation Incorporation of the Surviving Corporation to shall be amended and restated in its entirety as set forth on Exhibit B.so that the name of the Surviving Corporation shall be Hydrocarbon Technologies, Inc.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of the Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, Corporation until thereafter amended as provided by law and such certificate Certificate of incorporation. After Incorporation of the Surviving Corporation; provided, however, that at the Effective Time, Time the Company shall cause the certificate Certificate of incorporation Incorporation of the Surviving Corporation to shall be amended and restated in its entirety the form attached as set forth on Exhibit B.G.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub, as in effect immediately prior to the Effective Time and as may be amended by the Certificate of Merger shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended. The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, until thereafter amended as provided by law and such certificate of incorporation. After the Effective Time, the Company shall cause the certificate of incorporation Bylaws of the Surviving Corporation to be amended and restated in its entirety as set forth on Exhibit B.until thereafter amended.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, Corporation until thereafter amended as provided by law and such certificate Certificate of incorporation. After Incorporation; provided, however, that at the Effective Time, Time the Company shall cause the certificate Certificate of incorporation Incorporation of the Surviving Corporation to shall be amended and restated in its entirety as set forth on Exhibit B.so that the name of the Surviving Corporation shall be "Metraplex Corporation"

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Company certificate of incorporation shall be amended and restated so as to be materially similar to the Certificate of Incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, until thereafter amended as provided by law and such certificate of incorporation. After the Effective Time, the Company shall cause the certificate of incorporation name of the Surviving Corporation to shall be Marketing Technology Solutions Inc., and as so amended and restated in its entirety as set forth on Exhibit B.such Amended and Restated Certificate of Incorporation shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, until thereafter amended as provided by law and such certificate of incorporation. After the Effective Time, the Company shall cause the certificate of incorporation of the Surviving Corporation to be amended and restated to result in its entirety Surviving Corp. being named as set forth on Exhibit B.“Cardio Diagnostics, Inc.”

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of Merger Sub, as Sub in effect immediately prior to the Effective Time, Time shall be become the certificate of incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, until thereafter amended as provided by law and such certificate of incorporation. After the Effective Time, the Company shall cause the certificate of incorporation name of the Surviving Corporation to shall be “Armored AutoGroup Parent Inc.” (the “Surviving Corporation Certificate of Incorporation”) until thereafter changed or amended and restated in its entirety as set forth on Exhibit B.provided therein or by Applicable Law.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, Sub shall be become the certificate of incorporation of the Surviving Corporation, except that references therein to Merger Sub the name of the Surviving Corporation shall be treated as references to that of the Surviving CorporationCompany, until thereafter amended in accordance with its terms and as provided by law and such certificate of incorporation. After the Effective Time, the Company shall cause the certificate of incorporation of the Surviving Corporation to be amended and restated in its entirety as set forth on Exhibit B.Law.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub as in effect at the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law. At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, until thereafter amended as provided by law and such certificate of incorporation. After the Effective Time, the Company shall cause the certificate of incorporation Bylaws of the Surviving Corporation to be until thereafter amended and restated in its entirety as set forth on Exhibit B.accordance with applicable law.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, Corporation until thereafter amended as provided by law Law and such certificate Certificate of incorporationIncorporation. After At the Effective Time, the Company Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall cause be the certificate of incorporation Bylaws of the Surviving Corporation to be until thereafter amended as provided by Law, the Certificate of Incorporation of the Surviving Corporation and restated in its entirety as set forth on Exhibit B.such Bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law. At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, until thereafter amended as provided by law and such certificate of incorporation. After the Effective Time, the Company shall cause the certificate of incorporation Bylaws of the Surviving Corporation to be until thereafter amended and restated in its entirety as set forth on Exhibit B.accordance with applicable law.

Certificate of Incorporation; Bylaws. (a) At Following the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Certificate of Incorporation of the Surviving Corporation, Corporation until thereafter changed or amended as provided by law in accordance with the provisions thereof and such certificate of incorporationapplicable Law. After Following the Effective Time, the Company Bylaws of Merger Sub shall cause be the certificate of incorporation Bylaws of the Surviving Corporation to be until thereafter changed or amended in accordance with the provisions thereof and restated in its entirety as set forth on Exhibit B.applicable Law.

Certificate of Incorporation; Bylaws. (a) At As indicated in the exhibits to the Agreement of Merger, immediately after the Effective Time, the certificate of incorporation of the Surviving Corporation shall be the certificate of incorporation of Merger Sub, Sub as in effect of immediately prior to the Effective Time, and such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation, except that references therein to Merger Sub shall be treated as references to the Surviving Corporation, Corporation until thereafter amended as provided by applicable law and such certificate of incorporation. After the Effective Time, the Company shall cause the certificate of incorporation of the Surviving Corporation to be amended and restated in its entirety as set forth on Exhibit B.Corporation.