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

Certificate of Incorporation and By-Laws. (a) At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read as the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable law; provided, however, that the Certificate of Incorporation of the Surviving Corporation shall provide that the Surviving Corporation shall be named "Information Resources, Inc." and shall contain indemnification provisions consistent with the obligations set forth in Section 5.12(a).

Certificate of Incorporation and By-Laws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended in its entirety to read as the Certificate certificate of Incorporation incorporation of Merger Sub, as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable law; provided, however, that the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall provide that the Surviving Corporation shall be named "Information ResourcesMatrix Pharmaceutical, Inc." and shall contain indemnification provisions consistent with the obligations set forth in Section 5.12(a)4.10.

Certificate of Incorporation and By-Laws. (a) At Subject to Section 6.04, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read as the Certificate of Incorporation of Merger Subthe Company, as amended and restated in effect immediately prior its entirety to be in the Effective Timeform attached as Exhibit B and, as so amended and restated, such certificate of incorporation shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or permitted by applicable law; provided, however, that the Certificate of Incorporation of the Surviving Corporation shall provide that the Surviving Corporation shall be named "Information Resources, Inc." and shall contain indemnification provisions consistent with the obligations set forth in Section 5.12(a)Law.

Certificate of Incorporation and By-Laws. (a) At the Effective Time, subject to the requirements of the provisions of Section 5.12, the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read as the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable law; provided, however, that the Certificate of Incorporation of the Surviving Corporation shall provide that the Surviving Corporation shall be named "Information Resources, Inc." and shall contain indemnification provisions consistent with the obligations set forth in Section 5.12(a).

Certificate of Incorporation and By-Laws. (a) At the Effective Time, (a) the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended and restated in its entirety to read be in the form attached hereto as the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, Exhibit A until thereafter changed or amended as provided therein or by applicable law; provided, however, that Law (subject to Section 5.07) and (b) the Certificate of Incorporation by-laws of the Surviving Corporation shall provide that be amended and restated in their entirety to be in the Surviving Corporation shall be named "Information Resources, Inc." and shall contain indemnification provisions consistent with the obligations set forth in form attached hereto as Exhibit B until thereafter amended as provided therein or by applicable Law (subject to Section 5.12(a5.07).

Certificate of Incorporation and By-Laws. (a) At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read as the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable law; providedPROVIDED, howeverHOWEVER, that the Certificate of Incorporation of the Surviving Corporation shall provide that the Surviving Corporation shall be named "Information Resources, Inc.PathoGenesis Corporation" and shall contain indemnification provisions consistent with the obligations set forth in Section 5.12(a).

Certificate of Incorporation and By-Laws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall Company, shall, subject to Section 7.8 hereof, be amended in its entirety to read contain the provisions set forth in the certificate of incorporation of MergerCo, attached hereto as Exhibit B, except that the Certificate name of Incorporation of Merger Sub, as in effect immediately prior to the Surviving Company may be changed at the Effective Time, until thereafter changed or amended as provided therein or by applicable law; provided, however, that the Certificate of Incorporation of the Surviving Corporation shall provide that the Surviving Corporation shall be named "Information Resources, Inc." and shall contain indemnification provisions consistent with the obligations set forth in Section 5.12(a).

Certificate of Incorporation and By-Laws. (a) At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read as the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable law; provided, however, that the Certificate of Incorporation of the Surviving Corporation shall provide that the Surviving Corporation shall be named "Information Resources, Inc.PathoGenesis Corporation" and shall contain indemnification provisions consistent with the obligations set forth in Section 5.12(a).

Certificate of Incorporation and By-Laws. (a) At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read as the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable law; provided, however, that the Certificate of Incorporation of the Surviving Corporation shall provide that the Surviving Corporation shall be named "Information Resources, Inc.Bodycote Xxxxxxxx Corporation" and shall contain indemnification and liability limitation provisions consistent with the obligations set forth in Section 5.12(a).

Certificate of Incorporation and By-Laws. (a) At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read as the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable law; providedPROVIDED, howeverHOWEVER, that the Certificate of Incorporation of the Surviving Corporation shall provide that the Surviving Corporation shall be named "" Information Resources, Inc." and shall contain indemnification provisions consistent with the obligations set forth in Section SECTION 5.12(a).