Common use of Certificate of Incorporation; Bylaws Clause in Contracts

Certificate of Incorporation; Bylaws. (a) The Certificate of Incorporation of the Company shall be amended at the Effective Time as set forth in Exhibit A hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended thereafter in accordance with Applicable Law.

Certificate of Incorporation; Bylaws. (a) The Certificate At the Effective Time, the certificate of Incorporation incorporation of the Company shall be amended at to read in the Effective Time form attached hereto as set forth in Exhibit A hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended thereafter in accordance with Applicable its terms and applicable Law.

Certificate of Incorporation; Bylaws. At the Effective Time, (a) The Certificate the certificate of Incorporation incorporation, including any amendments and certificates of designation thereto, of the Company shall be the certificate of incorporation and the certificates of designations of the Surviving Corporation until thereafter amended at in accordance with the terms thereof or as provided by applicable Law, and (b) the bylaws of the Company as in effect immediately prior to the Effective Time as set forth in Exhibit A hereto and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation until amended thereafter in accordance with Applicable or as provided by applicable Law.

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

Certificate of Incorporation; Bylaws. (a) The At the Effective Time, the Certificate of Incorporation of the Company shall be amended at Company, as in effect immediately prior to the Effective Time Time, shall continue as the Certificate of Incorporation as amended in its entirety as set forth in Exhibit A hereto and, as so amended, shall be an exhibit to the certificate First Certificate of incorporation of the Surviving Corporation until amended thereafter in accordance with Applicable LawMerger.

Certificate of Incorporation; Bylaws. At the Effective Time, ------------------------------------ (a) The Certificate the certificate of Incorporation incorporation of the Company shall be amended as in effect at the Effective Time as set forth in Exhibit A hereto andshall, as so amendedfrom and after the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended thereafter in accordance with Applicable Lawthe provisions thereof and applicable law and (b) the bylaws of Purchaser as in effect at the Effective Time shall, from and after the Effective Time, be the bylaws of the Surviving Corporation until thereafter changed or amended in accordance with the provisions thereof and applicable law.

Certificate of Incorporation; Bylaws. (a) The At the Effective Time, the Certificate of Incorporation and Bylaws of the Company as in effect immediately prior to the Effective Time shall be amended at so as to read in the Effective Time as set forth in Exhibit A hereto forms of Exhibits B and C hereto, respectively, and, as so amended, shall be become the certificate Certificate of incorporation Incorporation and Bylaws of the Surviving Corporation until amended thereafter in accordance with Applicable LawCorporation.

Certificate of Incorporation; Bylaws. (a) The Certificate of Incorporation of the Company shall be amended at At the Effective Time as set forth in Exhibit A hereto andTime, as so amended, shall be the certificate of incorporation of the Surviving Corporation shall be amended and restated at the Effective Time to be in the form attached hereto as Exhibit A, until thereafter amended thereafter in accordance with Applicable Lawas provided by law and such certificate of incorporation.

Certificate of Incorporation; Bylaws. (a) The At the Effective Time, the Company Certificate of Incorporation of and the Company Bylaws as in effect immediately prior to the Effective Time shall be amended at so as to read in the Effective Time as set forth in Exhibit forms of Exhibits A hereto and B hereto, respectively, and, as so amended, shall be the certificate of incorporation and bylaws of the Surviving Corporation until amended thereafter in accordance with Applicable LawCorporation.

Certificate of Incorporation; Bylaws. (a) The Company Certificate of Incorporation of as in effect immediately prior to the Company shall be amended Effective Time shall, at the Effective Time Time, be amended and restated to read in its entirety as set forth in Exhibit A C attached hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended thereafter in accordance with Applicable Lawas provided by applicable Law and such certificate of incorporation.

Certificate of Incorporation; Bylaws. (a) The Certificate of Incorporation of the Company shall be amended Surviving Corporation, as in effect immediately prior to the Effective Time, shall, at the Effective Time Time, be amended to read in its entirety as set forth in Exhibit A hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until amended thereafter in accordance with Applicable Lawhereto.

Certificate of Incorporation; Bylaws. (a) The At the Effective Time, the Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time shall be amended at as of the Effective Time to read in its entirety as set forth in Exhibit A B attached hereto and, as so amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended thereafter (subject to the requirements of Section 6.05(a)) in accordance with Applicable the provisions thereof and as provided by Law.

Certificate of Incorporation; Bylaws. (a) The At the Effective Time, the Company Certificate of Incorporation of Incorporation, as in effect immediately prior to the Company Effective Time, shall be amended at the Effective Time and restated in its entirety to read as set forth in on Exhibit A C attached hereto and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended thereafter in accordance with Applicable Lawas provided by the DGCL and such certificate of incorporation (subject to Section 7.07).

Certificate of Incorporation; Bylaws. (a) The Certificate certificate of Incorporation incorporation of the Company Company, as in effect immediately prior to the Effective Time, shall be amended in its entirety at the Effective Time to read in the form attached as set forth in Exhibit A hereto andhereto, and as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended thereafter in accordance with Applicable Lawas provided by Law and such certificate of incorporation.

Certificate of Incorporation; Bylaws. (a) The At the Effective Time, the Certificate of Incorporation of the Company in effect immediately prior to the Effective Time shall be amended at the Effective Time in its entirety as set forth in Exhibit A hereto andto the Certificate of Merger, and as so amended, amended shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation Corporation, until duly amended thereafter in accordance with Applicable Lawapplicable law.

Certificate of Incorporation; Bylaws. (a) The Certificate At the Effective Time, the certificate of Incorporation incorporation of the Company shall be amended at the Effective Time and restated as set forth in Exhibit A hereto B and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended thereafter in accordance with Applicable its terms and as provided by applicable Law.

Certificate of Incorporation; Bylaws. (a) The Certificate At the Effective Time, and without any further action on the part of Incorporation the Company or Merger Sub, the certificate of incorporation of the Company shall be amended at the Effective Time so that it reads in its entirety as set forth in Exhibit A hereto B hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended thereafter in accordance with Applicable its terms and as provided by applicable Law.

Certificate of Incorporation; Bylaws. At the Effective Time, (a) The Certificate the certificate of Incorporation incorporation of the Company shall be amended at Company, as in effect immediately prior to the Effective Time and as set forth in Exhibit A hereto and, as so amendedamended by the Certificate of Merger, shall be the certificate of incorporation of the Surviving Corporation until amended thereafter Corporation, and (b) the bylaws of the Company, as in accordance with Applicable Laweffect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation.

Certificate of Incorporation; Bylaws. (a) The Company Certificate of Incorporation of as in effect immediately prior to the Company shall be amended Effective Time shall, at the Effective Time Time, be amended and restated to read in its entirety as set forth in Exhibit A D attached hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended thereafter in accordance with Applicable Lawas provided by applicable Law and such amended and restated certificate of incorporation.

Certificate of Incorporation; Bylaws. (a) The At the Effective Time, the Company Certificate of Incorporation and the Company Bylaws, as in effect immediately prior to the Effective Time, shall be amended and restated as of the Effective Time to be in the form of (except with respect to the name of the Company (which shall be amended at “Assembly Pharmaceuticals, Inc.”)) the Effective Time certificate of incorporation and bylaws of the Merger Sub as set forth in Exhibit A hereto and, of the date hereof and as so amended, amended shall be the certificate of incorporation and bylaws of the Surviving Corporation Entity until thereafter amended thereafter in accordance with Applicable as provided therein or by applicable Law.