Common use of Certificate of Incorporation; Bylaws Clause in Contracts

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation; provided, however, that Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Cardiometrics, 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.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Subthe Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation; provided, however, that Article I of at the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended to read and restated as follows: "The name set forth in the Certificate of the corporation is Cardiometrics, Inc."Merger attached hereto as Exhibit A. (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.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation; providedPROVIDED, howeverHOWEVER, that Article I of at the Effective Time the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The so that the name of the corporation is CardiometricsSurviving Corporation shall be OrCAD, Inc." (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amendedamended as provided by Delaware Law and such Bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the Certificate of Incorporation of the Surviving Corporation Corporation, until thereafter amended as provided by in accordance with Delaware Law and as provided in 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 in its entirety to read as follows: "“The name of the corporation is Cardiometrics‘iManage, Inc."’” (b) The At the Effective Time, the Bylaws of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the Bylaws of the Surviving Corporation Corporation, until thereafter amendedamended in accordance with Delaware Law and as provided in such Bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation; provided, however, that Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is CardiometricsSupplyBase, 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.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger SubCompany, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation; provided, howeverthat as of the Effective Time, that Article I Company's Certificate of Incorporation shall be amended as set forth in Exhibit A to the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Cardiometrics, Inc."Merger. (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 amendedamended as provided by Delaware Law and such Bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger SubMergerSub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation; provided, however, that Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Cardiometrics, Inc.CrossComm Corporation." (b) The Bylaws bylaws of Merger SubMergerSub, as in effect immediately prior to the Effective Time, shall be the Bylaws bylaws of the Surviving Corporation until thereafter amended.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation {A0041438.DOC} of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation; provided, however, that Article I of the Certificate of Incorporation of the Surviving Corporation shall will be amended as of the Effective Time to read as followsread: "“The name of the corporation is CardiometricsCollege Tonight, Inc."” (b) The At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amendedamended as provided by Delaware Law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation; providedPROVIDED, howeverHOWEVER, that Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is CardiometricsTHE NAME OF THE CORPORATION IS POWERIZE, Inc.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.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate certificate of Incorporation incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law law and such Certificate certificate of Incorporationincorporation of the Surviving Corporation; provided, however, that Article I at the Effective Time the certificate of the Certificate of Incorporation incorporation of the Surviving Corporation shall be amended to read as follows: "The so that the name of the corporation is CardiometricsSurviving Corporation shall be "Anergen, Inc." (b) The Bylaws bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Bylaws Effective Time, the bylaws of the Surviving Corporation until thereafter amended.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation; provided, however, that Article I Section 1 of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Cardiometrics'Sunday, 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.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation; provided, however, that Article I of the Certificate of Incorporation of the Surviving Corporation shall will be amended as of the Effective Time to read as followsread: "“The name of the corporation is Cardiometrics, Inc."Virage Logic Corporation.” (b) The At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amendedamended as provided by Delaware Law, the Certificate of Incorporation of the Surviving Corporation, and such Bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger SubTarget, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation; provided, however, that Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is CardiometricsSQA Holdings, Inc.Inc.." (b) The Bylaws of Merger SubTarget, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation; provided, however, that Article I of the such Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is CardiometricsXxxxxxxxXxxxxx.xxx, 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.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation; provided, however, that Article I Section 1 of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "“The name of the corporation is Cardiometrics‘Sunday, 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.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporationlaw; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as followsread: "The name of the corporation is Cardiometrics, Inc."Sequoia Software Corporation". (b) The At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amendedamended as provided by law.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation; provided, however, that Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is CardiometricsSpringBank Networks, 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.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation; provided, however, that Article I Section 1 of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "“The name of the corporation is Cardiometrics‘Vivato Networks, 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.; provided, however, that the name of the Surviving Corporation as reflected in such bylaws shall be “Vivato Networks, Inc.”

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law law and such Certificate of Incorporation; provided, however, that Article I of that, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The so that the name of the corporation is CardiometricsSurviving Corporation shall be "SpaceLogix, Inc." (b) The At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amendedamended as provided by law and such Bylaws.

Certificate of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Closing, at the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation; provided, however, that Article I of the Certificate of Incorporation of the Surviving Corporation Merger Sub shall be amended to read as follows: "The name of the corporation is CardiometricsQualitative Marketing Software, Inc." (b) The At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amendedamended as provided by Delaware Law and such Bylaws.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation; provided, however, that Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "“The name of the this corporation is Cardiometrics‘Oasis Semiconductor, Inc."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.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law law and such Certificate of Incorporation; provided, however, that Article I of at the Effective Time the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The so that the name of the corporation is Cardiometrics, Inc.Surviving Corporation shall be "Metraplex Corporation" (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be become the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation; provided, however, that Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Cardiometrics, Inc.Ashford- Guild Art Corporation." (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be become the Bylaws of the Surviving Corporation until thereafter amended.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law law and such Certificate of IncorporationIncorporation of the Surviving Corporation; provided, however, that Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Cardiometrics, Inc.CardioGenesis Corporation." (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger SubLPC, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Connecticut Law and such Certificate of Incorporation; provided, however, that Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read and restated as follows: "The name set forth in the Plan of the corporation is Cardiometrics, Inc."Merger attached hereto as Exhibit A. (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.

Certificate of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law law and such Certificate of Incorporation; provided, however, that Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "“The name of the corporation is CardiometricsFastForward Networks, 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.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation; provided, however, that Article I Section 1 of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "“The name of the corporation is Cardiometrics‘Vivato Networks, 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.; provided, however, that that the name of the Surviving Corporation as reflected in such bylaws shall be “Vivato Networks, Inc.”

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation; provided, however, that Article I of the Certificate of Incorporation of the Surviving Corporation shall will be amended at the Effective Time to read as followsread: "“The name of the corporation is CardiometricsLatitude Communications, Inc."” (b) The At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amendedamended as provided by Delaware Law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.

Certificate of Incorporation; Bylaws. (a) At Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law law and such Certificate of Incorporation; provided, however, that Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Cardiometrics, Inc.Goldengate Corporation". (b) The Unless otherwise determined by Parent, 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.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger SubCompany, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation; provided, howeverthat as of the Effective Time, that Article I Company's Certificate of Incorporation shall be amended as set forth in Annex A to the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Cardiometrics, Inc."Merger. (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 amendedamended as provided by Delaware Law and such Bylaws.