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

Certificate of Incorporation; By-laws. (a) At the Effective Time, the Amended and Restated Certificate of Incorporation of the Company, as amended, as in effect immediately prior to the Effective Time, shall be amended to read in its entirety as set forth in Exhibit A attached hereto and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Law. (b) At the Effective Time, the By-Laws of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated to read in their entirety as set forth in Exhibit B attached hereto and, as so amended and restated, shall be the By-Laws of the Surviving Corporation until thereafter amended as provided by Law, the Certificate of Incorporation of the Surviving Corporation and such By-Laws.

Certificate of Incorporation; By-laws. (a) At the Effective Time, and subject to Section 7.06(a), the Amended and Restated Certificate of Incorporation of the Company, Surviving Corporation shall be amended and restated in its entirety to read as amendedthe Certificate of Incorporation of Purchaser, as in effect immediately prior to the Effective Time, shall be amended to read in its entirety as set forth in Exhibit A attached hereto and, as so amended, and shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Lawlaw and such Certificate of Incorporation; provided, however, that, at the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Cardiac Pathways Corporation." (b) At Unless otherwise determined by Parent prior to the Effective Time, and subject to Section 7.06(a), the By-Laws laws of the CompanySurviving Corporation shall be amended and restated in their entirety to read as the By-laws of Purchaser, as in effect immediately prior to the Effective Time, shall be amended and restated to read in their entirety as set forth in Exhibit B attached hereto and, as so amended and restated, shall be the By-Laws of the Surviving Corporation until thereafter amended as provided by Lawlaw, the Certificate of Incorporation of the Surviving Corporation and or such By-Lawslaws.

Certificate of Incorporation; By-laws. (a) At the Effective Time, and subject to Section 7.06(a) hereof, the Amended and Restated Certificate of Incorporation of the Company, Surviving Corporation shall be amended and restated in its entirety to read as amendedthe Certificate of Incorporation of Purchaser, as in effect immediately prior to the Effective Time, shall be amended to read in its entirety as set forth in Exhibit A attached hereto and, as so amended, and shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Law.law and such Certificate of Incorporation; PROVIDED, HOWEVER, that, at the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is BEI Medical Systems, Inc." (b) At Unless otherwise determined by Parent prior to the Effective Time, and subject to Section 7.06(a) hereof, the By-Laws laws of the CompanySurviving Corporation shall be amended and restated in their entirety to read as the By-laws of Purchaser, as in effect immediately prior to the Effective Time, shall be amended and restated to read in their entirety as set forth in Exhibit B attached hereto and, as so amended and restated, shall be the By-Laws of the Surviving Corporation until thereafter amended as provided by Lawlaw, the Certificate of Incorporation of the Surviving Corporation and or such By-Lawslaws.

Certificate of Incorporation; By-laws. (a) At the Effective TimeTime and subject to Section 8.06(a) and Section 8.10 hereof, the Amended and Restated Certificate of Incorporation of the Company, as amendedMerger Sub, as in effect immediately prior to the Effective Time, shall be amended to read the Certificate of Incorporation of the Surviving Corporation (but in its entirety as set forth in Exhibit A attached hereto andthe event the Reverse Merger is effected, as so amended, then the Certificate of Incorporation of the Company shall be the Certificate of Incorporation of the Surviving Corporation Corporation, but, by reason of the Merger, shall at the Effective Time be amended and restated to read in its entirety as that of Merger Sub immediately prior to the Effective Time), in either case until thereafter amended in accordance with the provisions thereof and as provided by LawLaw and such Certificate of Incorporation. (b) At Unless otherwise determined by Parent prior to the Effective Time, and subject to Section 8.06(a) and Section 8.10 hereof, at the Effective Time, the By-Laws of the CompanyMerger Sub, as in effect immediately prior to the Effective Time, shall be amended and restated to read in their entirety as set forth in Exhibit B attached hereto and, as so amended and restated, shall be the By-Laws of the Surviving Corporation until thereafter amended as provided by Law, the Certificate of Incorporation of the Surviving Corporation and such By-Laws.

Certificate of Incorporation; By-laws. (a) At the Effective Time, the Amended and Restated Certificate of Incorporation of the Company, as amended, as in effect immediately prior to the Effective Time, shall be amended to read in its entirety as set forth in Exhibit A attached hereto and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Law. (b) At the Effective Time, the By-Laws of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated to read in their entirety as set forth in Exhibit B attached hereto and, as so amended and restated, shall be the By-Laws Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Lawlaw and such Certificate of Incorporation; provided, however, that, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to be identical to the Certificate of Incorporation of Purchaser, as in effect 14 10 immediately prior to the Effective Time, except that Article I shall read as follows: "The name of the corporation is Microwave Power Devices, Inc." (b) Unless otherwise determined by Parent prior to the Effective Time, and subject to Section 7.07(a), the By-laws of Purchaser, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such By-Lawslaws.

Certificate of Incorporation; By-laws. (a) At the Effective Time, and subject to Section 7.06(a), the Amended and Restated Certificate of Incorporation of the Company, as amendedSurviving Corporation shall be amended and restated in its entirety to conform to the Certificate of Incorporation of Purchaser, as in effect immediately prior to the Effective Time, shall be amended to read in its entirety as set forth in Exhibit A attached hereto and, as so amended, and shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Law.law and such Certificate of Incorporation; provided, however, that, at the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: “The name of the corporation is “CryoCor, Inc.” (b) At the Effective Time, and subject to Section 7.06(a), the By-Laws laws of the CompanySurviving Corporation shall be amended and restated in their entirety to conform to the By-laws of Purchaser, as in effect immediately prior to the Effective Time, shall be amended and restated to read in their entirety as set forth in Exhibit B attached hereto and, as so amended and restated, shall be the By-Laws of the Surviving Corporation until thereafter amended as provided by Lawlaw, the Certificate of Incorporation of the Surviving Corporation and or such By-Lawslaws.

Certificate of Incorporation; By-laws. (a) At Unless otherwise mutually agreed by each of BEC and the Company, prior to the Effective Time, at the Effective Time, the Amended Certificate of Incorporation of Purchaser as the Surviving Corporation, shall be the Certificate of Incorporation of Purchaser, as in effect immediately prior to the Effective Time, a copy of which is attached hereto as Annex A, until thereafter amended as provided by law and Restated such Certificate of Incorporation; provided, however, that, at the Effective Time, Article I of the Certificate of Incorporation of the CompanySurviving Corporation shall be amended to read as follows: "The name of the corporation is ILC Technology, as amendedInc." (b) Unless otherwise mutually agreed by each of the Company and Purchaser prior to the Effective Time, the By-laws of Purchaser, as in effect immediately prior to the Effective Time, shall be amended to read in its entirety as set forth in Exhibit A attached hereto and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Law. (b) At the Effective Time, become the By-Laws of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated to read in their entirety as set forth in Exhibit B attached hereto and, as so amended and restated, shall be the By-Laws laws of the Surviving Corporation until thereafter amended as provided by Lawlaw; provided, however, that, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation and such title thereof shall be amended to read as follows: "By-Laws.laws of ILC Technology, Inc."

Certificate of Incorporation; By-laws. (a) At the Effective Time, ------------------------------------- Time and without any further action on the Amended and Restated Certificate of Incorporation part of the CompanyCompany or Merger Sub, as amended, as in effect immediately prior to the Effective Time, shall be amended to read in its entirety as set forth in Exhibit A attached hereto and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Law. (b) At the Effective Time, the By-Laws of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated to read in their entirety as set forth in Exhibit B attached hereto and, as so amended and restated, shall be the By-Laws Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by LawLaw and such Certificate of Incorporation; provided, however, that, at the Effective Time the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety so that it will read as Merger Sub's Certificate of Incorporation, except that Article I of the Certificate of Incorporation of the Surviving Corporation shall read as follows: "The name of the corporation is Digital Island, Inc." (b) At the Effective Time and without any further action on the part of the Company or Merger Sub, the By-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such By-Lawslaws.