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Purchaser, the By-Laws of Purchaser shall be the By-Laws of the Surviving Corporation and thereafter may be amended or repealed in accordance with their terms or the Articles of Incorporation of the Surviving Corporation and as provided by law.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 PurchaserSub, the text of the Articles of Incorporation of the Company as in effect immediately prior to the Effective TimeTime shall be amended, restated and integrated to read in its entirety as set forth in Exhibit A hereto, and as so amended, restated and integrated shall be the Amended and Restated Articles 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.WBCL. (iib) At the Effective Time and without any further action on the part of the Company and PurchaserSub, the By-Laws of Purchaser Sub shall be the By-Laws of the Surviving Corporation and thereafter may be amended or repealed in accordance with their terms or the Articles of Incorporation of the Surviving Corporation and as provided by law.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 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. (ia) At the Effective Time and without any further action on the part of the Company and Purchaser, the Articles articles of Incorporation incorporation of the Company as in effect immediately prior to the Effective TimeTime shall be amended so as to read in their entirety as set forth in Exhibit 2.4 hereto and, as so amended, shall be the articles of incorporation of the Surviving Corporation 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.BCL. (iib) 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.