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PRVT » Topics » 2.4 Certificate of Incorporation and Bylaws of Surviving Corporation I; Articles of Incorporation and Bylaws of Surviving Corporation II; Directors and Officers .

This excerpt taken from the PRVT 8-K filed Jan 23, 2009.

2.4 Certificate of Incorporation and Bylaws of Surviving Corporation I; Articles of Incorporation and Bylaws of Surviving Corporation II; Directors and Officers.

(a) The Certificate of Incorporation of Merger Sub I in effect at the Effective Time of Merger I shall be the certificate of incorporation of Surviving Corporation I, except that the name of the Surviving Corporation shall be changed to GreenCine, Inc., unless and until amended in accordance with applicable law and the terms of this Agreement.

(b) The Articles of Incorporation of Merger Sub II in effect at the Effective Time of Merger II shall be the articles of incorporation of Surviving Corporation II, except that the name of the Surviving Corporation shall be changed to ThinkForward, Inc., unless and until amended in accordance with applicable law and the terms of this Agreement.

(c) The Bylaws of Merger Sub I in effect at the Effective Time of Merger I shall be the Bylaws of Surviving Corporation I, unless and until amended in accordance with applicable law.

(d) The Bylaws of Merger Sub II in effect at the Effective Time of Merger II shall be the Bylaws of Surviving Corporation II, unless and until amended in accordance with applicable law.

(e) The directors and officers of Merger Sub I immediately prior to the Effective Time shall be the directors of Surviving Corporation I as of the Effective Time of Merger I, together with such individuals as Private may designate.

(f) The directors and officers of Merger Sub II immediately prior to the Effective Time shall be the directors of Surviving Corporation II as of the Effective Time of Merger II, together with such individuals as Private may designate.

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