Common use of Articles of Incorporation; Bylaws Clause in Contracts

Articles of Incorporation; Bylaws. (a) At the Effective Time, the articles of incorporation of the Company shall be amended and restated to be in the form of (except with respect to the name of the Company) the articles of incorporation of Merger Sub and, as so amended, shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by law. (b) At the Effective Time, and without any further action on the part of the Company or Merger Sub, the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the articles of incorporation of the Surviving Corporation and as provided by law.

Articles of Incorporation; Bylaws. (a) At the Effective Time, the articles Certificate of incorporation Incorporation of the Company shall be amended and restated to be in the form of (except with respect to the name of the Company) the articles of incorporation of Merger Sub and, as so amended, shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by law. (b) At the Effective Time, and without any further action on the part of the Company or Merger Sub, the bylaws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the bylaws Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with their termsas provided by California Law and such Articles of Incorporation; provided, however, that Section 1 of the articles Articles of incorporation Incorporation of the Surviving Corporation and shall be amended to read as provided by lawfollows: "The name of the corporation is Tellan Software, Inc." (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Articles of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the articles Articles of incorporation of the Company shall be amended and restated to be in the form of (except with respect to the name of the Company) the articles of incorporation Incorporation of Merger Sub and, as so amended, shall be the articles Articles of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by law.law and such Articles of Incorporation; provided, however, that Article I of the Articles of Incorporation shall be amended to read as follows: "The name of this corporation is Atlas Communication Engines, Inc." (b) At the Effective Time, and without any further action on the part The Bylaws of the Company or Merger Sub, the bylaws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the bylaws Bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the articles of incorporation of the Surviving Corporation and as provided by lawamended.

Articles of Incorporation; Bylaws. (a) At the Effective Time, the articles Articles of incorporation Incorporation of the Company shall be amended and restated to be in the form of (except with respect to the name of the Company) the articles of incorporation of Merger Sub and, as so amended, shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by law. (b) At the Effective Time, and without any further action on the part of the Company or Merger Sub, the bylaws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the bylaws Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with their termsas provided by law and such Articles of Incorporation of the Surviving Corporation; provided, however, that at th Effective Time the articles Articles of incorporation Incorporation of the Surviving Corporation and shall be amended so that the name of the Surviving Corporation shall be "HomeGrocer.com, Inc." (b) The Bylaws of Merger Sub, as provided by lawin effxxx xxxxxxxxxxy prior to the Effective Time, shall be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Articles of Incorporation; Bylaws. (a) At Immediately after the Effective Time, the articles of incorporation of the Company Surviving Corporation shall be amended and restated to be in the form of (except with respect to the name of the Company) the articles of incorporation of Merger Sub andas of immediately prior to the Effective Time, as so amended, and such articles of incorporation shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by lawapplicable law and such articles of incorporation of the Surviving Corporation. (b) At Immediately after the Effective Time, and without any further action on the part bylaws of the Company or Merger Sub, Surviving Corporation shall be the bylaws of Merger Sub as in effect of immediately prior to the Effective Time Time, and such bylaws shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the articles of incorporation as provided by law and such bylaws of the Surviving Corporation and as provided by lawCorporation.

Articles of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the articles Effective Time the Articles of incorporation Incorporation of the Company shall be amended and restated to be in the form of (except with respect to the name of the Company) the articles of incorporation of Merger Sub and, as so amended, shall be the articles Articles of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by lawlaw and such Articles of Incorporation; provided, however, that -------- ------- Article I of the Articles of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is ActiveTelco Incorporated (the "Corporation")." (b) At the Effective Time, and without any further action on the part The Bylaws of the Company or Merger Sub, the bylaws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the bylaws Bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the articles of incorporation of the Surviving Corporation and as provided by lawamended.

Articles of Incorporation; Bylaws. (a) At the Effective Time, the articles Articles of incorporation of the Company shall be amended and restated to be in the form of (except with respect to the name of the Company) the articles of incorporation Incorporation of Merger Sub and, as so amended, shall be the articles Articles of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by law.law and such Articles of Incorporation. Immediately after the Effective Time, Article I of the Articles of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Health Plan Initiatives, Inc." (b) At Unless otherwise determined by Parent, the Effective Time, and without any further action on the part Bylaws of the Company or Merger Sub, the bylaws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the bylaws Bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the articles of incorporation of the Surviving Corporation and as provided by lawamended.

Articles of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the articles Articles of incorporation Incorporation of the Company shall be amended and restated to be in the form of (except with respect to the name of the Company) the articles of incorporation of Merger Sub and, as so amended, shall be the articles Articles of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by law.law and such Articles of Incorporation; provided, however, that Article I of the Articles of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Performance Technologies, Incorporated" (b) At the Effective Time, and without any further action on the part The Bylaws of the Company or Merger Sub, the bylaws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the bylaws Bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the articles of incorporation of the Surviving Corporation and as provided by lawamended.

Articles of Incorporation; Bylaws. (a) At the Effective Time, the articles Articles of incorporation Incorporation of the Company shall be amended and restated to be in the form of (except with respect to the name of the Company) the articles of incorporation of Merger Sub and, as so amended, shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by law. (b) At the Effective Time, and without any further action on the part of the Company or Merger Sub, the bylaws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the bylaws Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with their termsas provided by law and such Articles of Incorporation; PROVIDED, HOWEVER, that at the articles Effective Time the Articles of incorporation Incorporation of the Surviving Corporation and shall be amended so that the name of the Surviving Corporation shall be "Award." (b) The Bylaws of Merger Sub, as provided by lawin effect immediately prior to the Effective Time, shall be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Articles of Incorporation; Bylaws. (a) At the Effective Time, the articles Articles of incorporation Incorporation of the Company shall be amended and restated to be in the form of (except with respect to the name of the Company) the articles of incorporation of Merger Sub and, as so amended, shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by law. (b) At the Effective Time, and without any further action on the part of the Company or Merger Sub, the bylaws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the bylaws Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with their termsas provided by law and such Articles of Incorporation of the Surviving Corporation; provided, however, that at the articles Effective Time the Articles of incorporation Incorporation of the Surviving Corporation and shall be amended so that the name of the Surviving Corporation shall be Tencor Instruments. (b) The Bylaws of Merger Sub, as provided by lawin effect immediately prior to the Effective Time, shall be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Articles of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the articles Articles of incorporation of the Company shall be amended and restated to be in the form of (except with respect to the name of the Company) the articles of incorporation Incorporation of Merger Sub and, as so amended, shall be the articles Articles of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by law.law and such Articles of Incorporation; provided, however, that Article I of the Articles of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Trojan Trading Co." (b) At the Effective Time, and without any further action on the part The Bylaws of the Company or Merger Sub, the bylaws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the bylaws Bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the articles of incorporation of the Surviving Corporation and as provided by lawamended.

Articles of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the articles Articles of incorporation Incorporation of the Company shall be amended and restated to be in the form of (except with respect to the name of the Company) the articles of incorporation of Merger Sub and, as so amended, shall be the articles Articles of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by law.law and such Articles of Incorporation; PROVIDED, HOWEVER that Section I of the Articles of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Mergent Systems, Inc." (b) At the Effective Time, and without any further action on the part The Bylaws of the Company or Merger Sub, the bylaws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the bylaws Bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the articles of incorporation of the Surviving Corporation and as provided by lawamended.

Articles of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the articles Articles of incorporation Incorporation of the Company shall be amended and restated to be in the form of (except with respect to the name of the Company) the articles of incorporation of Merger Sub and, as so amended, shall be the articles Articles of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by law.law and such Certificate of Incorporation; provided, however, that Section I of the Articles of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Raiders, Inc." (b) At the Effective Time, and without any further action on the part The Bylaws of the Company or Merger Sub, the bylaws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the bylaws Bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the articles of incorporation of the Surviving Corporation and as provided by lawamended.

Articles of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the articles Articles of incorporation Incorporation of the Company shall be amended and restated to be in the form of (except with respect to the name of the Company) the articles of incorporation of Merger Sub and, as so amended, shall be the articles Articles of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by law.law and such Articles of Incorporation; provided, however, that Article I of the Articles of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Vintel Communications, Inc." (b) At the Effective Time, and without any further action on the part The Bylaws of the Company or Merger Sub, the bylaws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the bylaws Bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the articles of incorporation of the Surviving Corporation and as provided by lawamended.

Articles of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the articles Articles of incorporation Incorporation of the Company shall be amended and restated to be in the form of (except with respect to the name of the Company) the articles of incorporation of Merger Sub and, as so amended, shall be the articles Articles of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by law.law and such Articles of Incorporation; provided, however that Article I of the Articles of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Confer Software, Inc." (b) At the Effective Time, and without any further action on the part The Bylaws of the Company or Merger Sub, the bylaws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the bylaws Bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the articles of incorporation of the Surviving Corporation and as provided by lawamended.

Articles of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the articles Articles of incorporation Incorporation of the Company shall be amended and restated to be in the form of (except with respect to the name of the Company) the articles of incorporation of Merger Sub and, as so amended, shall be the articles Articles of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by law.law and such Articles of Incorporation; PROVIDED, HOWEVER, that Section I of the Articles of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Xxxxx, Inc." (b) At the Effective Time, and without any further action on the part The Bylaws of the Company or Merger Sub, the bylaws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the bylaws Bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the articles of incorporation of the Surviving Corporation and as provided by lawamended.

Articles of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the articles Articles of incorporation of the Company shall be amended and restated to be in the form of (except with respect to the name of the Company) the articles of incorporation Incorporation of Merger Sub and, as so amended, shall be the articles Articles of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by law.law and such Articles of Incorporation; provided, however, that -------- ------- Article I of the Articles of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Impulse Buy Network, Inc." (b) At the Effective Time, and without any further action on the part The Bylaws of the Company or Merger Sub, the bylaws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the bylaws Bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the articles of incorporation of the Surviving Corporation and as provided by lawamended.

Articles of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the articles Articles of incorporation of the Company shall be amended and restated to be in the form of (except with respect to the name of the Company) the articles of incorporation Incorporation of Merger Sub and, as so amended, shall be the articles Articles of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by lawlaw and such Articles of Incorporation; provided, however, that Article I of the Articles of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Xemod Incorporated". (b) At the Effective Time, and without any further action on the part The Bylaws of the Company or Merger Sub, the bylaws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the bylaws Bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the articles of incorporation of the Surviving Corporation and as provided by lawamended.

Articles of Incorporation; Bylaws. (a) At the Effective Time, the articles of incorporation of the Company Acquiror Sub shall be amended continue unchanged and restated to be in the form of (except with respect to the name of the Company) the articles of incorporation of Merger Sub and, as so amended, shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by lawLaw and such articles of incorporation, except that Article SECOND of Acquiror Sub's articles of incorporation shall be amended at the Effective Time to read as follows: "The name of the corporation is Pulse Engineering, Inc.". (b) At the Effective Time, and without any further action on the part of the Company or Merger Sub, the bylaws of Merger Acquiror Sub as in effect immediately prior to the Effective Time shall continue unchanged and shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with their termsas provided by Law, the articles of incorporation of the Surviving Corporation and as provided by lawsuch bylaws.

Articles of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the articles Articles of incorporation Incorporation of the Company shall be amended and restated to be in the form of (except with respect to the name of the Company) the articles of incorporation of Merger Sub and, as so amended, shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by law. (b) At the Effective Time, and without any further action on the part of the Company or Merger Sub, the bylaws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the bylaws Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with their termsas provided by law and such Articles of Incorporation; provided, however, that Article I of the articles Articles of incorporation Incorporation of the Surviving Corporation and shall be amended to read as provided follows: "The name of the corporation is Portola Communications, Inc." (b) Unless otherwise determined by lawParent, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Articles of Incorporation; Bylaws. (a) At the Effective Time, the articles Articles of incorporation Incorporation of the Company shall be amended and restated to be in the form of (except with respect to the name of the Company) the articles of incorporation of Merger Sub and, as so amended, shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by law. (b) At the Effective Time, and without any further action on the part of the Company or Merger Sub, the bylaws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the bylaws Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with their termsas provided by law and such Articles of Incorporation; provided, however, that at the articles Effective Time the Articles of incorporation Incorporation of the Surviving Corporation and shall be amended so that the name of the Surviving Corporation shall be "Verix Software." (b) The Bylaws of Merger Sub, as provided by lawin effect immediately prior to the Effective Time, shall be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Articles of Incorporation; Bylaws. (a) At Unless otherwise determined by Coherent prior to the Effective Time, at the Effective Time, the articles Articles of incorporation of the Company shall be amended and restated to be in the form of (except with respect to the name of the Company) the articles of incorporation Incorporation of Merger Sub and, as so amended, shall be the articles Articles of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by law.law and such Articles of Incorporation; PROVIDED, HOWEVER, that Article I of the Articles of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Star Medical Technologies, Inc." (b) At the Effective Time, and without any further action on the part The Bylaws of the Company or Merger Sub, the bylaws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the bylaws Bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the articles of incorporation of the Surviving Corporation and as provided by lawamended.

Articles of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, the articles of incorporation of the Company shall be amended and restated to be in the form of (except with respect to the name of the Company) the articles of incorporation of Merger Sub and, as so amended, shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by law. (b) At at the Effective Time, and without any further action on Time the part Articles of the Company or Incorporation of Merger Sub, the bylaws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the bylaws Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with their termsas provided by law and such Articles of Incorporation; provided, however, that Article I of the articles Articles of incorporation Incorporation of the Surviving Corporation and shall be amended to read as provided by lawfollows: "The name of the corporation is CIDA Technology, Inc." (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Articles of Incorporation; Bylaws. (a) At the Effective Time, the articles Articles of incorporation Incorporation of the Company shall be amended and restated to be in the form of (except with respect to the name of the Company) the articles of incorporation of Merger Sub and, as so amended, shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by law. (b) At the Effective Time, and without any further action on the part of the Company or Merger Sub, the bylaws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the bylaws Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with their termsas provided by law and such Articles of Incorporation of the Surviving Corporation; provided, however, that at th Effective Time the articles Articles of incorporation Incorporation of the Surviving Corporation and shall be amended so that the name of the Surviving Corporation shall be "XxxxXxxxxx.xxx, Inc." (b) The Bylaws of Merger Sub, as provided by lawin effect immediately prior to the Effective Time, shall be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Articles of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the articles Articles of incorporation Incorporation of the Company shall be amended and restated to be in the form of (except with respect to the name of the Company) the articles of incorporation of Merger Sub and, as so amended, shall be the articles Articles of incorporation Incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by law.law and such Articles of Incorporation; PROVIDED, HOWEVER, that Section I of the Articles of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Internet Image, Inc." (b) At the Effective Time, and without any further action on the part The Bylaws of the Company or Merger Sub, the bylaws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the bylaws Bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the articles of incorporation of the Surviving Corporation and as provided by lawamended.

Articles of Incorporation; Bylaws. (a) At the Effective Time, the articles Articles of incorporation Incorporation of the Company shall be amended and restated to be in the form of (except with respect to the name of the Company) the articles of incorporation of Merger Sub and, as so amended, shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by law. (b) At the Effective Time, and without any further action on the part of the Company or Merger Sub, the bylaws of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the bylaws Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by California Law and such Articles of Incorporation; PROVIDED, HOWEVER, that Article I of the Certificate of Incorporation shall be amended to read as follows: "The name of the corporation is interHDL, Inc." (b) The Bylaws of Merger Sub, as in accordance with their termseffect immediately prior to the Effective Time, shall be the articles of incorporation Bylaws of the Surviving Corporation and as provided by lawuntil thereafter amended.

Articles of Incorporation; Bylaws. (a) At The Merger Documents shall provide that, at the Effective Time, the articles Articles of incorporation Incorporation of the Company Surviving Corporation shall be amended and restated to be in the form of (except with respect to the name Articles of Incorporation of the Company) the articles of incorporation of Merger Sub and, as so amended, shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by law. (b) At the Effective Time, and without any further action on the part of the Company or Merger Sub, the bylaws of Merger Sub as in effect immediately prior to the Effective Time Time; provided, however, that as of the Effective Time, Article I Table of Contents of the Articles of Incorporation of the Surviving Corporation shall read: “The name of the corporation is Primus Knowledge Solutions, Inc.” (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws Bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the articles of incorporation of the Surviving Corporation and as provided by lawamended.