Common use of Articles of Incorporation; By-laws Clause in Contracts

Articles of Incorporation; By-laws. (i) At the Effective Time and without any further action on the part of the Company and Purchaser, the Articles of Incorporation of the Company as in effect immediately prior to the Effective Time, until thereafter amended as provided therein and under the CGCL, shall be the Articles of Incorporation of the Surviving Corporation; provided, that, upon the consummation of the Merger, such Articles of Incorporation shall be amended in accordance with Section 1110(d) of the CGCL to change the name of the Surviving Corporation to Axiohm Inc. (ii) At the Effective Time and without any further action on the part of the Company and Purchaser, the By-Laws of Purchaser shall be the By-Laws of the Surviving Corporation and thereafter may be amended or repealed in accordance with their terms or the Articles of Incorporation of the Surviving Corporation and as provided by law.

Articles of Incorporation; By-laws. (ia) At the Effective Time and without any further action on the part of the Company and PurchaserTime, the Articles of Incorporation of the Company Company, as in effect immediately prior to the Effective Time, until thereafter amended as provided therein and under the CGCL, shall be the Articles of Incorporation of the Surviving Corporation; provided, that, upon the consummation of the Merger, Corporation until thereafter amended as provided by law and such Articles of Incorporation shall be amended in accordance with Section 1110(d) of the CGCL to change the name of the Surviving Corporation to Axiohm Inc. (ii) Incorporation. At the Effective Time and without any further action on the part of the Company and PurchaserTime, the By-Laws of Purchaser the Company, as in effect immediately prior to the Effective Time, shall be the By-Laws of the Surviving Corporation and until thereafter may be amended or repealed in accordance with their terms or as provided by law, the Articles of Incorporation of the Surviving Corporation and as provided by lawsuch By-Laws.

Articles of Incorporation; By-laws. (ia) At the ---------------------------------- Effective Time and without any further action on the part of the Company and PurchaserTime, the Articles of Incorporation of the Company Surviving Corporation shall be the Restated Articles of Incorporation of the Company, as in effect immediately prior to the Effective Time, until thereafter amended as provided therein and under Time (the CGCL, shall be the "Company Articles of Incorporation of Incorporation"), as amended by the Surviving Corporation; provided, that, upon the consummation of the Merger, such Articles of Incorporation shall be amended in accordance with Section 1110(d) of the CGCL to change the name of the Surviving Corporation to Axiohm Inc.Merger Agreement. (iib) At the Effective Time and without any further action on the part of the Company and PurchaserTime, the By-Laws of Purchaser the Surviving Corporation shall be the By-Laws of the Surviving Corporation and Company, as in effect immediately prior to the Effective Time (the "Company By-Laws"), until thereafter may be amended or repealed in accordance with their terms or and the Articles of Incorporation of the Surviving Corporation and as provided by law.

Articles of Incorporation; By-laws. (i) At the Effective Time and without any further action on the part of the Company and PurchaserTime, the Articles of Incorporation of the Company Merger Sub, as in effect immediately prior to the Effective Time, until thereafter amended as provided therein and under the CGCL, shall be the Articles of Incorporation of the Surviving CorporationCorporation until thereafter amended as permitted by the FBCA; provided, thathowever, upon that the consummation of the Merger, such Articles of Incorporation name shall be amended in accordance with Section 1110(d) of the CGCL changed to change the name of the Surviving Corporation to Axiohm “FPIC Insurance Group, Inc. (ii) ” At the Effective Time and without any further action on the part of the Company and PurchaserTime, the By-Laws laws of Purchaser Merger Sub, as in effect immediately prior to the Effective Time, shall be the By-Laws laws of the Surviving Corporation and until thereafter may be amended or repealed in accordance with their terms or as permitted by Law, the Articles of Incorporation of the Surviving Corporation and as provided by lawsuch By-laws. The Articles of Incorporation and the By-laws of the Surviving Corporation shall be in accordance with Section 5.12.2 hereof.

Articles of Incorporation; By-laws. (i) At the Effective Time and without any further action on the part of the Company and Purchaser, the The Articles of Incorporation of the Company as in effect immediately prior to the Effective Time, until thereafter amended as provided therein and under the CGCL, Time shall be the Articles of Incorporation of the Surviving Corporation; provided, thatunless and until duly amended, upon the consummation of the Merger, such Articles of Incorporation shall be amended in accordance with Section 1110(d) of the CGCL to change the name of the Surviving Corporation to Axiohm Inc. (ii) At the Effective Time and without any further action on the part of the Company and Purchaser, the altered or repealed. The By-Laws of Purchaser the Company as in effect immediately prior to the Effective Time shall be the By-Laws of the Surviving Corporation Corporation, unless and thereafter may be amended until duly amended, altered or repealed in accordance with their terms or the Articles of Incorporation of the Surviving Corporation and as provided by lawrepealed.

Articles of Incorporation; By-laws. (ia) At the Effective Time and without any further action on the part of the Company and Purchaser, the Articles of Incorporation of the Company as in effect immediately prior to the Effective Time, Time shall be the certificate of incorporation of the Surviving Corporation until thereafter and further amended as provided therein and under the CGCL, shall be the Articles of Incorporation of the Surviving Corporation; provided, that, upon the consummation of the Merger, such Articles of Incorporation shall be amended in accordance with Section 1110(d) of the CGCL to change the name of the Surviving Corporation to Axiohm Inc.CCC. (iib) At the Effective Time and without any further action on the part of the Company and Purchaser, the By-Laws of Purchaser the Company shall be the By-Laws of the Surviving Corporation and thereafter may be amended or repealed in accordance with their terms or the Articles of Incorporation of the Surviving Corporation and as provided by law.