Certificate of Incorporation and Bylaws. The certificate of incorporation of Surviving Corporation as in effect immediately prior to the Effective Date shall be the certificate of incorporation of Surviving Corporation after consummation of the Merger. The Bylaws of Surviving Corporation as in effect immediately prior to the Effective Date shall be the Bylaws of Surviving Corporation after consummation of the Merger.

Certificate of Incorporation and Bylaws. TheAt the Effective Time, # the certificate of incorporation of Surviving CorporationMerger Sub as in effect immediately prior to the Effective DateTime shall be the certificate of incorporation of the Surviving Corporation after consummationuntil thereafter amended in accordance with the terms thereof or as provided by applicable Law, and # the bylaws of the Merger. The Bylaws of Surviving CorporationMerger Sub as in effect immediately prior to the Effective DateTime shall be the Bylawsbylaws of the Surviving Corporation after consummationuntil thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Merger.Surviving Corporation or as provided by applicable Law (and subject to [Section 7.6(b)]); provided, however, in each case, that the name of the corporation set forth therein shall be changed to the name of the Company.

Certificate of Incorporation and Bylaws. The certificate of incorporationBy-Laws of Surviving Corporation as in effect immediately prior toCompany. From and after the Effective DateTime: # the Certificate of Incorporation (the “Certificate”) of HoldCo shall be the certificate of incorporation of Surviving Corporation after consummationCertificate of the Merger. The BylawsSurviving Corporation; # the By-Laws of Surviving Corporation as in effect immediately prior to the Effective DateHoldCo (the “By-Laws”), shall be the Bylaws of Surviving Corporation after consummationBy-Laws of the Merger.Surviving Corporation, and # the officers and members of the Board of Directors of HoldCo shall be the officers and members of the Board of Directors of the Surviving Corporation, unless and until removed, or until their respective terms of office shall have expired, in accordance with the Certificate and the By-Laws, as applicable.

At the Effective Time, the Certificate of Incorporation and Bylaws. The certificateBylaws of incorporationMerger Sub shall become the Certificate of Surviving Corporation as in effect immediately prior to the Effective Date shall be the certificate of incorporation of Surviving Corporation after consummationIncorporation and Bylaws of the Merger. The Bylaws of Surviving Corporation asCorporation, in effect immediately prior toeach case, until thereafter supplemented or amended in accordance with its terms and the Effective Date shall be the Bylaws of Surviving Corporation after consummation of the Merger.DGCL.