Common use of Certificate of Incorporation; Bylaws Clause in Contracts

Certificate of Incorporation; Bylaws. (a) The Company Certificate of Incorporation as in effect immediately prior to the Effective Time shall, in accordance with the terms thereof and the DGCL, be amended and restated in its entirety as set forth in the exhibit to the Certificate of Merger, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until duly amended in accordance with the terms thereof and the DGCL.

Certificate of Incorporation; Bylaws. (a) The Company At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time shallTime, in accordance with the terms thereof and the DGCL, shall be amended and restated to read in its entirety as set forth in the exhibit to the Certificate of Merger, Exhibit A attached hereto and, as so amended and restatedamended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly thereafter amended in accordance with the terms provisions thereof and the DGCLas provided by Law.

Certificate of Incorporation; Bylaws. (a) The At the Effective Time, the Company Certificate of Incorporation Incorporation, as in effect immediately prior to the Effective Time shallTime, in accordance with the terms thereof and the DGCL, shall be amended and restated in its entirety to read as set forth in the exhibit to the Certificate of Merger, on Exhibit D attached hereto and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until duly thereafter amended in accordance with as provided by the terms thereof DGCL and the DGCLsuch certificate of incorporation (subject to Section 7.08).

Certificate of Incorporation; Bylaws. (a) The Company At the Effective Time, the Certificate of Incorporation as in effect immediately prior to of the Effective Time shall, in accordance with the terms thereof and the DGCL, Company shall be amended and restated in its entirety as set forth by the filing under the DGCL of an Amended and Restated Certificate of Incorporation of the Company in the exhibit to the Certificate of Mergerform annexed hereto as Exhibit A, andwhich, as so amended and restatedfiled, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly thereafter amended in accordance with as provided by law and such Certificate of Incorporation of the terms thereof and the DGCLSurviving Corporation.

Certificate of Incorporation; Bylaws. (a) The Company Certificate At the Effective Time, the certificate of Incorporation incorporation of the Company, as in effect immediately prior to the Effective Time shallTime, in accordance with the terms thereof and the DGCL, shall be amended and restated in its entirety as set forth in the exhibit on Exhibit A to the Certificate of Merger, and, as so amended Merger and restated, shall be the certificate of incorporation of the Surviving Corporation until duly thereafter amended as provided by the DGCL and such certificate of incorporation. At the Effective Time, the bylaws of the Company, as in accordance with effect immediately prior to the terms thereof and Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended as provided by the DGCL, the certificate of incorporation and such bylaws.

Certificate of Incorporation; Bylaws. (a) The Company At and after the Effective Time, the Certificate of Incorporation and By-Laws of the Company as in effect immediately prior to the Effective Time shallTime, shall be adopted as the Certificate of Incorporation and By-Laws of the Surviving Corporation, and shall thereafter continue in effect until amended as provided therein and in accordance with the terms thereof and the DGCL, be amended and restated in its entirety as set forth in the exhibit to the Certificate of Merger, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until duly amended in accordance with the terms thereof and the DGCL.

Certificate of Incorporation; Bylaws. (a) The Company At the Effective Time, the Certificate of Incorporation of the Company shall be amended so as to read in its entirety as set forth in Exhibit A to the Certificate of Merger and as so amended shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by the DGCL and such Certificate of Incorporation. The bylaws of the Merger Sub in effect immediately prior to the Effective Time shall, in accordance with the terms thereof and the DGCL, be amended and restated in its entirety as set forth in the exhibit to the Certificate of Merger, and, as so amended and restated, shall be the certificate of incorporation bylaws of the Surviving Corporation until duly amended in accordance with the terms thereof and the DGCLapplicable law.

Certificate of Incorporation; Bylaws. (a) The Company Pursuant to the Merger, the Certificate of Incorporation as of the Company shall be amended and restated immediately after the Effective Time to be in the form of the Certificate of Incorporation of Merger Sub in effect immediately prior to the Effective Time shall, in accordance with the terms thereof and the DGCL, be amended and restated in its entirety as set forth in the exhibit to the Certificate of Merger, and, as so amended and restatedamended, such Certificate of Incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly thereafter amended in accordance with its terms and as provided by Law, except that the terms thereof and name of the DGCL.Surviving Corporation shall be Gxxxxx Xxxxxx, Inc.

Certificate of Incorporation; Bylaws. (a) The At the Effective ------------------------------------ Time and without any further action on the part of the Company and Purchaser, the Certificate of Incorporation of Purchaser (the "Certificate of Incorporation"), as in effect immediately prior to the Effective Time shall, in accordance with the terms thereof until thereafter further amended as provided therein and under the DGCL, be amended and restated in its entirety as set forth in the exhibit to the Certificate of Merger, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until duly amended in accordance with following the terms thereof and the DGCLMerger.

Certificate of Incorporation; Bylaws. (a) The At the Effective Time, the Company Certificate of Incorporation Incorporation, as in effect immediately prior to the Effective Time shallTime, in accordance with the terms thereof and the DGCL, shall be amended and restated in its entirety to read as set forth in the exhibit to the Certificate of Merger, on Exhibit B attached hereto and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until duly thereafter amended in accordance with as provided by the terms thereof DGCL and the DGCLsuch certificate of incorporation (subject to Section 7.08).

Certificate of Incorporation; Bylaws. (a) The At the Effective Time, the Company shall amend the Company Certificate of Incorporation so as in effect immediately prior to the Effective Time shall, in accordance with the terms thereof and the DGCL, be amended and restated in its entirety as set forth in the exhibit to the Certificate of Merger, form attached hereto as Exhibit A and, as so amended and restatedamended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until duly thereafter amended in accordance with the terms thereof and as provided therein or by the DGCL.

Certificate of Incorporation; Bylaws. (a) The At the Effective Time, the Company Certificate of Incorporation Incorporation, as in effect immediately prior to the Effective Time shallTime, in accordance with the terms thereof and the DGCL, shall be amended and restated in its entirety to read as set forth in the exhibit to the Certificate of Merger, on Exhibit C attached hereto and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until duly thereafter amended in accordance with as provided by the terms thereof DGCL and the DGCLsuch certificate of incorporation (subject to Section 7.08).

Certificate of Incorporation; Bylaws. (a) The Company Certificate of Incorporation as in effect immediately prior to the Effective Time shall, in accordance with the terms thereof and the DGCL, be amended and restated in its entirety as set forth in form and substance to be mutually agreed upon by Parent and the exhibit to the Certificate of MergerCompany, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until duly amended in accordance with the terms thereof and the DGCL.

Certificate of Incorporation; Bylaws. (a) The At the Effective Time, the Company Certificate of Incorporation as in effect immediately prior to the Effective Time shall, in accordance with the terms thereof and the DGCL, be amended and restated in its entirety as set forth in the exhibit to the Certificate of Merger, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until duly thereafter amended in accordance with the terms thereof as provided therein and under the DGCL.

Certificate of Incorporation; Bylaws. At the Effective Time, (a) The Company Certificate the certificate of Incorporation incorporation of the Company, as in effect immediately prior to the Effective Time shall, in accordance with the terms thereof and the DGCL, be amended and restated in its entirety as set forth in the exhibit to the Certificate of Merger, and, as so amended and restatedTime, shall be amended so that it shall be in the certificate of incorporation form attached hereto as Exhibit B and (b) the bylaws of the Surviving Corporation Company shall be amended so that they shall be in the form attached hereto as Exhibit C, in each case until duly thereafter changed or amended in accordance with the terms thereof provisions of the Surviving Corporation’s certificate of incorporation and the DGCL.

Certificate of Incorporation; Bylaws. (a) The At the Effective Time, the Company Certificate of Incorporation Incorporation, as in effect immediately prior to the Effective Time shall, in accordance with the terms thereof and the DGCL, be amended and restated in its entirety as set forth in the exhibit to the Certificate of Merger, and, as so amended and restatedTime, shall be the certificate of incorporation of the Surviving Corporation until duly thereafter amended in accordance with the terms thereof and as provided by the DGCL.

Certificate of Incorporation; Bylaws. (a) The Company Certificate of Incorporation as in effect immediately prior to the Effective Time shall, in accordance with the terms thereof and the DGCL, be amended and restated in its entirety as set forth in the exhibit to the Certificate of MergerAmended Company Charter attached hereto as Exhibit I, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until duly amended in accordance with the terms thereof and the DGCL.

Certificate of Incorporation; Bylaws. (a) The Company Certificate of Incorporation as in effect immediately prior to At the Effective Time shallTime, in accordance with the terms thereof and certificate of incorporation of the DGCL, be amended and restated in its entirety as set forth in the exhibit to the Certificate of Merger, and, as so amended and restated, Company shall be the certificate of incorporation of the Surviving Corporation until duly thereafter amended in accordance with the terms thereof and as provided therein or by the DGCL.

Certificate of Incorporation; Bylaws. (a) The Company Certificate At the Effective Time, the certificate of Incorporation incorporation of the Company, as in effect immediately prior to the Effective Time shallTime, in accordance with the terms thereof and the DGCL, shall be amended and restated in its entirety as set forth in the exhibit form of the certificate of incorporation of Merger Sub as in effect immediately prior to the Certificate of MergerEffective Time, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until duly thereafter supplemented or amended in accordance with as provided by the terms thereof DGCL and the DGCLsuch certificate of incorporation (subject to Section 5.6).

Certificate of Incorporation; Bylaws. (a) The Company Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time shall, in accordance with the terms thereof and the DGCL, be amended and restated in its entirety as set forth in the exhibit to the Certificate of Merger, and, as so amended and restatedTime, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Company until duly thereafter amended in accordance with as provided by the terms thereof DGCL and such Certificate of Incorporation, except that (i) the DGCLname of the corporation set forth therein shall be changed to the name of the Company and (ii) the identity of the incorporator shall be deleted.

Certificate of Incorporation; Bylaws. (a) The Company Certificate of Incorporation as of Merger Subsidiary in effect immediately prior to the Effective Time shall, in accordance with the terms thereof and the DGCL, shall be amended and restated in its entirety as set forth in the exhibit to the Certificate of Merger, and, as so amended and restated, shall be the certificate of incorporation Incorporation of the Surviving Corporation (except that the Surviving Corporation shall be renamed “Enfora, Inc.”), unless and until it is duly amended in accordance with its terms and the terms thereof and applicable provisions of the DGCL.