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 in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCL; provided, however, that at the Effective Time, Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The name of the corporation is Adgero Biopharmaceuticals, Inc.” (b) At the Effective Time, the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCL and as provided in the certificate of incorporation of the Surviving Corporation and such bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, (a) the certificate of incorporation of Merger Sub as in effect immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the certificate of incorporation of the Surviving Corporation as of the Effective Time until thereafter changed or amended in accordance with the DGCL; providedprovisions thereof and Applicable Law, however, except that at the Effective Time, Article I FIRST of the certificate of incorporation of the Surviving Corporation shall be amended and restated to read in its entirety to read as follows: “"The name of the corporation is Adgero Biopharmaceuticals, Inc.” "Associated Materials Incorporated;" and (b) At the Effective Time, the bylaws of Merger Sub as in effect immediately prior to at the Effective Time shall shall, from and after the Effective Time, be the bylaws of the Surviving Corporation as of the Effective Time until thereafter changed or amended in accordance with the DGCL provisions thereof and as provided in the certificate of incorporation of the Surviving Corporation and such bylawsApplicable Law.

Certificate of Incorporation; Bylaws. (a) At the Effective TimeTime and subject to Section 7.07(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 as of (except that the Effective Time until thereafter amended in accordance with the DGCL; provided, however, that at the Effective Time, Article I of the certificate of incorporation name of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The name of the corporation is Adgero BiopharmaceuticalsCorn Products International, Inc.”) until thereafter amended as provided by Law and such certificate of incorporation. (b) At Unless otherwise determined by Parent prior to the Effective Time, and subject to Section 7.07(a), at the Effective Time, the bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the bylaws of the Surviving Corporation as of the Effective Time (except that any references therein to Merger Sub’s name shall be replaced with references to Corn Products International, Inc.) until thereafter amended in accordance with the DGCL and as provided in by Law, the certificate of incorporation of the Surviving Corporation and such bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with as provided by law and such Certificate of Incorporation of the DGCLSurviving Corporation; provided, however, that at the Effective Time, Article I the Certificate of the certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The so that the name of the corporation is Adgero Biopharmaceuticals, Inc.”Surviving Corporation shall be Data Systems Network Corporation. (b) At the Effective Time, the bylaws The Bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be be, at the bylaws Effective Time, the Bylaws of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCL and as provided in the certificate of incorporation of the Surviving Corporation and such bylawsamended.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation of Merger Sub Incorporation, as in effect immediately prior to the Effective Time Time, shall, by virtue of the Merger, be amended and restated in 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 as of the Effective Time Corporation, until thereafter amended in accordance with the DGCL; provided, however, that at the Effective Time, Article I of the as provided by Law and such certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety (subject to read as follows: “The name of the corporation is Adgero Biopharmaceuticals, Inc.”Section 5.6). (b) At the Effective Time, Parent shall take such action necessary to change the bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time shall Time, to be the bylaws of the Surviving Corporation Corporation, except as to the name of the Effective Time Surviving Corporation, which shall be “K2M Group Holdings, Inc.”, until thereafter amended in accordance with the DGCL and as provided in by Law, the certificate of incorporation of the Surviving Corporation and such bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with as provided by law and such Certificate of Incorporation of the DGCLSurviving Corporation; provided, however, that at the Effective Time, Article I Time the Certificate of the certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The so that the name of the corporation is Adgero BiopharmaceuticalsSurviving Corporation shall be "Excite, Inc.”". (b) At the Effective Time, the bylaws The Bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be be, at the bylaws Effective Time, the Bylaws of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCL and as provided in the certificate of incorporation of the Surviving Corporation and such bylawsamended.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation amended as of the Effective Time to read in its entirety as set forth in Exhibit B attached hereto and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended (subject to the requirements of Section 6.05(a)) in accordance with the DGCL; provided, however, that at the Effective Time, Article I of the certificate of incorporation of the Surviving Corporation shall be amended provisions thereof and restated in its entirety to read as follows: “The name of the corporation is Adgero Biopharmaceuticals, Inc.”provided by Law. (b) At the Effective Time, the bylaws Bylaws of Merger Sub Co as in effect immediately prior to the Effective Time shall be the bylaws Bylaws of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCL and as provided in by Law, the certificate Certificate of incorporation Incorporation of the Surviving Corporation and such bylawsBylaws.

Certificate of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the certificate Certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCL; provided, however, that at the Effective Time, Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The name of the corporation is Adgero Biopharmaceuticals, Inc.” (b) At the Effective Time, the bylaws Incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws Certificate of Incorporation of the Surviving Corporation as (except that Article I thereof shall read “The name of the Effective Time this corporation is SMaL Camera Technologies, Inc.”) until thereafter amended in accordance with Delaware Law and as provided in such Certificate of Incorporation. (b) Unless otherwise determined by Parent prior to the DGCL Effective Time, the Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation at the Effective Time, until thereafter amended in accordance with Delaware Law and as provided in the certificate Certificate of incorporation Incorporation of the Surviving Corporation and such bylawsBylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCL; providedSub, however, that at the Effective Time, Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The name of the corporation is Adgero Biopharmaceuticals, Inc.” (b) At the Effective Time, the bylaws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the bylaws Certificate of Incorporation of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCL and as provided in by law and such Certificate of Incorporation, except that the certificate of incorporation name of the Surviving Corporation and such bylawsshall be changed to "auxilium inc." The purposes of the Surviving Corporation shall be the purposes of Merger Sub, as in effect immediately prior to the Effective Time. (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Certificate of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the certificate Certificate of incorporation Incorporation of the Merger Sub in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCLas provided by law and such Certificate of Incorporation; provided, however, that at the Effective Time, Article I of the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “"The name of the corporation is Adgero BiopharmaceuticalsAt ▇▇▇▇▇▇.▇▇▇, Inc.”" (b) At The Bylaws of the Effective TimeMerger Sub, the bylaws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the bylaws Bylaws of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCL and as provided in the certificate of incorporation of the Surviving Corporation and such bylawsamended.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCL; provided, however, that at the Effective Time, Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The name of the corporation is Adgero BiopharmaceuticalsMatinas BioPharma, Inc.” (b) At the Effective Time, the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCL and as provided in the certificate of incorporation of the Surviving Corporation and such bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCLas provided by law and such Certificate of Incorporation; provided, however, that that, at the Effective Time, Article I the Certificate of the certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The so that the name of the corporation is Adgero BiopharmaceuticalsSurviving Corporation shall be "Renaissance Multimedia, Inc.”" (b) At the Effective Time, the bylaws Bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the bylaws Bylaws of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCL and as provided in the certificate of incorporation of the Surviving Corporation by law and such bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended in its entirety to be the same as the certificate of incorporation of Merger Sub 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 as of the Effective Time until thereafter amended in accordance with the DGCL; provided, however, that at the Effective Time, Article I of the certificate of incorporation of the Surviving Corporation shall be amended its terms and restated in its entirety to read as follows: “The name of the corporation is Adgero Biopharmaceuticals, Inc.”provided by law. (b) At the Effective Time, the The bylaws of Merger Sub the Company, as in effect immediately prior to the Effective Time Time, shall be the bylaws of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCL and as provided in their terms, the certificate of incorporation of the Surviving Corporation and such bylawsas provided by law.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of Merger Sub the Surviving Company shall be amended to conform to the certificate of incorporation of the Purchaser, as in effect immediately prior to the Effective Time shall be Time, and to change the certificate of incorporation name of the Surviving Corporation Company to “▇▇▇▇▇-Standard Corporation”, until such time as of the Effective Time until it may be thereafter further amended in accordance with the DGCL; provided, however, that at the Effective Time, Article I applicable provisions of the DGCL and such certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The name of the corporation is Adgero Biopharmaceuticals, Inc.”incorporation. (b) At the Effective Time, the bylaws of Merger Sub the Surviving Company shall be amended to conform to the bylaws of the Purchaser, as in effect immediately prior to the Effective Time shall Time, until such time as it may be the bylaws of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCL and as provided in applicable provisions of the DGCL, the certificate of incorporation of the Surviving Corporation and such bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with as provided by law and such Certificate of Incorporation of the DGCLSurviving Corporation; provided, however, that at the Effective Time, Article I Time the Certificate of the certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The so that the name of the corporation is Adgero Biopharmaceuticals, Inc.”Surviving Corporation shall be "Ando▇▇▇.▇▇▇". (b) At the Effective Time, the bylaws The Bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be be, at the bylaws Effective Time, the Bylaws of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCL and as provided in the certificate of incorporation of the Surviving Corporation and such bylawsamended.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCLas provided by law and such Certificate of Incorporation; provided, however, that that, at the Effective Time, Article I the Certificate of the certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The so that the name of the corporation is Adgero BiopharmaceuticalsSurviving Corporation shall be "PWR Systems, Inc.”" (b) At the Effective Time, the bylaws Bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the bylaws Bylaws of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCL and as provided in the certificate of incorporation of the Surviving Corporation by law and such bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with as provided by law and such Certificate of Incorporation of the DGCLSurviving Corporation; provided, however, that at the Effective Time, Article I Time the Certificate of the certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The so that the name of the corporation is Adgero Biopharmaceuticals, Inc.”Surviving Corporation shall be "DataWorks Corporation". (b) At the Effective Time, the bylaws The Bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be be, at the bylaws Effective Time, the Bylaws of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCL and as provided in the certificate of incorporation of the Surviving Corporation and such bylawsamended.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCL; provided, however, that at the Effective Time, Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The name of the corporation is Adgero BiopharmaceuticalsC▇▇▇▇▇ Pharmaceuticals, Inc.” (b) At the Effective Time, the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCL and as provided in the certificate of incorporation of the Surviving Corporation and such bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with as provided by law and such Certificate of Incorporation of the DGCLSurviving Corporation; provided, however, that at the Effective Time, Article I Time the Certificate of the certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The so that the name of the corporation is Adgero BiopharmaceuticalsSurviving Corporation shall be "Flowpoint, Inc.”Corp." (b) At the Effective Time, the bylaws The Bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be be, at the bylaws Effective Time, the Bylaws of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCL and as provided in the certificate of incorporation of the Surviving Corporation and such bylawsamended.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with as provided by law and such Certificate of Incorporation of the DGCLSurviving Corporation; provided, however, that at the Effective Time, Article I Time the Certificate of the certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The so that the name of the corporation is Adgero Biopharmaceuticals, Inc.”Surviving Corporation shall be "Network General Corporation." (b) At the Effective Time, the bylaws The Bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be be, at the bylaws Effective Time, the Bylaws of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCL and as provided in the certificate of incorporation of the Surviving Corporation and such bylawsamended.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCLas provided therein or by applicable law; provided, however, that at the -------- ------- Effective Time, Time Article I of the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as followsread: “"The name of the corporation is Adgero Biopharmaceuticals, Inc.”`Digene Corporation'". (b) At the Effective Time, the bylaws Bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the bylaws Bylaws of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCL and as provided in the certificate of incorporation of the Surviving Corporation and such bylawstherein or by applicable law.

Certificate of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub in effect immediately prior to the Effective Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCLas provided by law and such Certificate of Incorporation; provided, however, that at the Effective Time, Article I of the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “"The name of the corporation is Adgero Biopharmaceuticals▇▇▇▇▇▇▇▇.▇▇▇ Telarc, Inc.”" (b) At the Effective Time, the bylaws The Bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the bylaws Bylaws of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCL and as provided in the certificate of incorporation of the Surviving Corporation and such bylawsamended.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the certificate Certificate of incorporation Incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with as provided by law and such Certificate of Incorporation of the DGCLSurviving Corporation; provided, however, that at the Effective Time, Article I Time the Certificate of the certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The so that the name of the corporation is Adgero Biopharmaceuticals, Inc.”Surviving Corporation shall be "[COMPANY]". (b) At the Effective Time, the bylaws The Bylaws of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be be, at the bylaws Effective Time, the Bylaws of the Surviving Corporation as of the Effective Time until thereafter amended in accordance with the DGCL and as provided in the certificate of incorporation of the Surviving Corporation and such bylawsamended.