Common use of Certificate of Incorporation of the Surviving Corporation Clause in Contracts

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended to read the same as the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, and shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein, by the DGCL or by applicable Law, except that Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The name of the corporation shall be Inamed Corporation.”

Certificate of Incorporation of the Surviving Corporation. At the Second Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read the same as be identical to the certificate of incorporation of Merger SubSub 2, as in effect immediately prior to the Second Effective Time, until thereafter amended in accordance with Delaware Law and shall be the as provided in such certificate of incorporation of incorporation; provided, however, that at the Surviving Corporation until thereafter changed or amended as provided thereinSecond Effective Time, by the DGCL or by applicable Law, except that Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The name of the corporation shall be Inamed is Solectron Corporation.”

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety such that it shall be identical in all respects to read the same as the certificate of incorporation of iPayment Merger Sub, as in effect immediately prior to at the Effective Time, and shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein, by the DGCL or by applicable Law, except that Article I of the certificate of incorporation name of the Surviving Corporation shall be amended and restated as set forth in its entirety to read as follows: “The name of the corporation shall be Inamed CorporationSection 2.1.”

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended to read the same as the The certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, and shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein, by the DGCL or by applicable Law, except that Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The name of the corporation shall be Inamed Corporation.iVOW, Inc.”

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall be amended to read restated in the same Merger and as the certificate of incorporation of Merger Subso amended, as in effect immediately prior to the Effective Time, and shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein, therein or by the DGCL or by applicable Law, except that Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The name of the corporation shall be Inamed CorporationDGCL.”

Certificate of Incorporation of the Surviving Corporation. At the Effective TimeTime and pursuant to the Merger, the certificate Certificate of incorporation Incorporation of the Surviving Corporation shall be amended to read the same as the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, and shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein, by the DGCL or by applicable Law, except that Article I of the certificate of incorporation of the Surviving Corporation Company shall be amended and restated in its entirety to read as follows: “The name set forth in Exhibit A hereto. Such Amended and Restated Certificate of Incorporation shall be the Amended and Restated Certificate of Incorporation of the corporation shall be Inamed Surviving Corporation.”

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the The certificate of incorporation of the Surviving Corporation shall be amended to read the same as the certificate of incorporation of Merger Sub, as MERGER SUB in effect immediately prior to at the Effective Time, and Time shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein, by the DGCL or by in accordance with applicable Lawlaw, except that Article I of the certificate of incorporation name of the Surviving Corporation shall be amended and restated in its entirety changed to read as follows: “The the name NATIONAL HOLDING COMPANY. Bylaws of the corporation Surviving Corporation. The bylaws of MERGER SUB in effect at the Effective Time shall be Inamed Corporationthe bylaws of the Surviving Corporation until amended in accordance with applicable law.”

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate Certificate of incorporation of the Surviving Corporation shall be amended to read the same as the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, and shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein, by the DGCL or by applicable Law, except that Article I of the certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated in its entirety to conform to the substantive portions of the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time; provided, however, that Article I thereof shall be amended to read as follows: “"The name of this corporation is Pathlight Technology, Inc." Thereafter, the corporation shall Certificate of Incorporation of the Surviving Corporation may be Inamed Corporationamended in accordance with its terms and as provided by law.”

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended to read the same as the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, and shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein, by the DGCL or by applicable Law, except that Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “"The name of the corporation shall be Inamed Corporation.”"

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate Certificate of incorporation of the Surviving Corporation shall be amended to read the same as the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, and shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein, by the DGCL or by applicable Law, except that Article I of the certificate of incorporation Incorporation of the Surviving Corporation shall be amended and restated in its entirety to conform to the substantive portions of the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time; provided, however, that Article 1 thereof shall be amended to read as follows: “"The name of this corporation is IntelliPrep Technologies, Incorporated" Thereafter, the corporation shall Certificate of Incorporation of the Surviving Corporation may be Inamed Corporationamended in accordance with its terms and as provided by law.”

Certificate of Incorporation of the Surviving Corporation. At Unless otherwise specified by Parent prior to the Effective Time, at the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended to read the same as the certificate of incorporation of Merger Sub, in substantially the form attached hereto as Exhibit C, as in effect immediately prior to the Effective Time, and Time shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein, by the DGCL or by applicable Law, (except that Article I the name of Surviving Corporation will be changed to the name of the Company at the Effective Time, and the name and address of the incorporator may be removed). Thereafter, the certificate of incorporation of the Surviving Corporation shall may be amended in accordance with its terms and restated in its entirety to read as follows: “The name of the corporation shall be Inamed Corporationprovided by Applicable Law.”

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended to read the same as the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, and shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein, by the DGCL or by applicable Law, except that Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “"The name of the corporation shall be Inamed Corporation.”Digital Fusion, Inc."

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Surviving Corporation shall be amended to read the same as the certificate of incorporation of Merger Sub, Sub as in effect immediately prior to at the Effective Time, and Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or duly amended as provided therein, by the DGCL or by in accordance with applicable Law, law (except that Article I of the certificate Certificate of incorporation of the Surviving Corporation Incorporation shall be amended and restated in its entirety as of the Effective Time to read as follows: “"The name of the corporation shall be Inamed CorporationCorporation is BuyDxxxxx.xxx, Xxc.”").

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated to read be the same as the certificate of incorporation of the Merger Sub, as in effect immediately prior Sub except that the name of the corporation shall be revised to be the Effective Timename of the Surviving Corporation, and such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein, by the DGCL or by applicable Law, except that Article I of the Law and such certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The name of the corporation shall be Inamed Corporation.”

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended to read the same as the The certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, and shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein, by the DGCL or by applicable Law, except that Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “"The name of the corporation shall be Inamed Corporation.”"

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended to read the same as the The certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, and shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein, by the DGCL or by applicable Law, except that Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The name of the corporation shall be Inamed Corporation.”