Common use of Certificate of Incorporation and By-laws of the Surviving Corporation Clause in Contracts

Certificate of Incorporation and By-laws of the Surviving Corporation. The Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall at the Effective Time be amended and restated in full to read as set forth in Exhibit A and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended as provided by Law and such certificate of incorporation. The by-laws of Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation, except as to the name of the Surviving Corporation, which shall be the name of the Company, until thereafter amended as provided by Law, the certificate of incorporation of the Surviving Corporation and such by-laws.

Certificate of Incorporation and By-laws of the Surviving Corporation. The Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall at the Effective Time be amended and restated in full to read as set forth in Exhibit A and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended as provided by Law and such certificate of incorporation. The by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation, except as to the name of the Surviving Corporation, which shall be the name of the CompanyArkhan Corporation, until thereafter amended as provided by Law, the certificate of incorporation of the Surviving Corporation and such by-laws.

Certificate of Incorporation and By-laws of the Surviving Corporation. The Restated Certificate At the Effective Time, (i) the certificate of Incorporation incorporation of the Company, Acquisition as in effect immediately prior to the Effective Time, Time shall at the Effective Time be amended and restated in full to read as set forth in Exhibit A and change the name of Acquisition to "iParty Corp.," and, as so amended and restated amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation, Corporation until thereafter amended as provided by Law law and such certificate of incorporation. The by, and (ii) the By-laws of Sub, Acquisition as in effect immediately prior to the Effective Time, Time shall be the byBy-laws of the Surviving Corporation, except as to the name of the Surviving Corporation, which shall be the name of the Company, Corporation until thereafter amended as provided by Lawlaw, the certificate of incorporation of the Surviving Corporation Corporation, and such byBy-laws.