Common use of Certificate of Incorporation Clause in Contracts

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be amended to read in its entirety as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time and such amended certificate shall be the certificate of incorporation of the Surviving Corporation until duly amended in accordance with applicable law and the terms thereof.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate Certificate of incorporation Incorporation of the Company Merger Co, as in effect immediately prior to the Effective Time shall be amended to read in its entirety as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time and such amended certificate Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly thereafter amended in accordance with applicable law the provisions thereof and the terms thereofas provided by law.

Certificate of Incorporation. At the Effective Time, the ---------------------------- The certificate of ---------------------------- incorporation of the Company Merger Sub, as in effect immediately prior to the Effective Time Time, shall be amended to read in its entirety as the certificate of incorporation of Merger Sub in effect immediately prior to become, from and after the Effective Time and such amended certificate shall be Time, the certificate of incorporation of the Surviving Corporation Corporation, until duly thereafter altered, amended or repealed as provided therein and in accordance with applicable law and the terms thereoflaw.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate Certificate of incorporation Incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated so as to read in its entirety as in the certificate form of incorporation the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time (other than the corporate name, which shall remain “TD Banknorth Inc.”) and, as so amended and such amended certificate restated, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly thereafter amended as provided in accordance with applicable law the DGCL and the terms thereofsuch Certificate of Incorporation.

Certificate of Incorporation. At the Effective Time, the ---------------------------- The certificate of incorporation of the Company in effect immediately prior to shall be amended at the Effective Time shall be amended to read in its entirety as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time (which shall contain such provisions as are necessary to give full effect to Section 6.11 hereof), and such as so amended certificate shall be the certificate of incorporation of the Surviving Corporation until duly amended in accordance with applicable law and the terms thereofApplicable Law.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be amended to read in its entirety as the certificate of incorporation of Merger Sub Subsidiary in effect immediately prior to the Effective Time (other than the name of the Company, which shall be unchanged, and such the provisions of the Merger Subsidiary relating to the incorporator of the Merger Subsidiary, which shall be omitted), and as so amended certificate shall be the certificate of incorporation of the Surviving Corporation until duly thereafter amended in accordance with applicable law and the terms thereofApplicable Law.

Certificate of Incorporation. At The certificate of incorporation, as amended, of the Company, as in effect as of immediately prior to the Effective Time, shall be amended and restated as of the ---------------------------- Effective Time so as to read in its entirety in the form of the certificate of incorporation of the Company Merger Sub as in effect immediately prior to the Effective Time shall be Time, and as so amended to read in its entirety as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time and such amended certificate restated shall be the certificate of incorporation of the Surviving Corporation Company following the Merger until duly thereafter amended in accordance with the provisions thereof and of applicable law and the terms thereofLaw.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate of incorporation of the Company shall be amended and restated to conform to the certificate of incorporation of the Purchaser, as in effect immediately prior to the Effective Time except as qualified by Section 6.9(a), and shall be amended to read in its entirety as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time and such amended certificate shall be become the certificate of incorporation of the Surviving Corporation until duly amended in accordance with applicable law and (the terms thereof"Certificate of Incorporation").

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate Certificate of incorporation Incorporation of the Company as in effect immediately prior to the Effective Time shall be amended so as to read in its entirety as the certificate of incorporation of Merger Sub set forth in effect immediately prior to the Effective Time Exhibit A hereto, and such as so amended certificate shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly thereafter amended in accordance with applicable law its terms and as provided by the terms thereofDGCL.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate Certificate of incorporation Incorporation of the Company Merger Sub as in effect immediately prior to before the Effective Time shall be amended to read in its entirety as the certificate Certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time and such amended certificate shall be the certificate of incorporation Incorporation of the Surviving Corporation until duly amended in accordance with its terms and applicable law and the terms thereofLaw.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate Certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be amended to read in its entirety as the certificate of incorporation Incorporation of Merger Sub as in effect immediately prior to the Effective Time and such as amended certificate by the Certificate of Merger shall remain unchanged and shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly Company from and after the Effective Time, and thereafter may be amended in accordance with applicable law and the terms thereofas provided therein or by Law.

Certificate of Incorporation. At the Effective Time, the Certificate ---------------------------- certificate of incorporation Incorporation of the Company First Place, as in effect immediately prior to at the Effective Time, shall be amended and restated as of the Effective Time shall be amended so as to read in its entirety in the form set forth as the certificate Exhibit 1.7 and, as so amended and restated, such Certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time and such amended certificate Incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly thereafter changed or amended in accordance with as provided therein or by applicable law and the terms thereoflaw.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate of incorporation of the Company in effect immediately prior to the Effective Time shall shall, subject to Section 8.02 hereof, be amended and restated to read in its entirety as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time (except for the provisions relating to the name and such the registered agent, which will not be so amended) and, as so amended certificate and restated, shall be the certificate of incorporation of the Surviving Corporation until duly thereafter amended in accordance with applicable law and the terms thereofDelaware Law.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended to read and restated in its entirety in the form attached hereto as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time and such amended certificate Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until duly thereafter amended in accordance with the applicable law provisions of the DGCL and the terms thereofsuch certificate of incorporation.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate Certificate of incorporation Incorporation of the Company Merger Sub, as in effect immediately prior to the Effective Time shall be amended to read in its entirety as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time and such amended certificate Time, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly thereafter amended in accordance with applicable as provided by law and such Certificate of Incorporation of the terms thereofSurviving Corporation.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time Time, shall be amended in the Merger to read in its entirety as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time set forth on Exhibit 2.05 hereto and such as so amended certificate shall be the certificate of incorporation of the Surviving Corporation until duly thereafter changed or amended in accordance with as provided therein or by applicable law and the terms thereofLaw.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate of incorporation of the Company in effect immediately prior to (other than the Effective Time provisions of the certificate of incorporation of the Company setting forth the name of the Company and the incorporator of the Company, which shall not be amended), shall be amended to read in its entirety as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time and such amended certificate and, as so amended, shall be the certificate of incorporation of the Surviving Corporation Corporation, until duly amended in accordance with applicable law and the terms thereoflaw.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate of incorporation of the Company will be amended such that the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time shall be amended to read in its entirety as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time and such amended certificate shall Time, will be the certificate of incorporation of the Surviving Corporation Corporation, except that all references to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation, until duly thereafter amended in accordance with applicable law as provided by the DGCL and the terms thereofsuch certificate of incorporation.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended so as to read in its entirety as the certificate of incorporation of Merger Sub set forth in effect immediately prior to the Effective Time Exhibit A hereto, and such so amended certificate shall be the certificate of incorporation of the Surviving Corporation Corporation, until duly amended in accordance with applicable law Law and the terms thereof.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate The Certificate of incorporation Incorporation of the Company in effect immediately prior to the Effective Time shall be amended to read and restated in its entirety as the certificate of incorporation of Merger Sub in effect immediately prior to at the Effective Time to read as set forth in Exhibit B, and such as so amended certificate and restated shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation (the "Surviving Corporation Certificate"), until duly amended in accordance with applicable law and the terms thereofthereof and with applicable law.

Certificate of Incorporation. At As of the Effective Time, and without any further action on the ---------------------------- part of the Company and Merger Sub, the certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be amended to read in its entirety as the certificate of incorporation of Merger Sub reads as in effect immediately prior to the Effective Time and such until thereafter changed or amended certificate shall be the certificate of incorporation of the Surviving Corporation until duly amended in accordance with as provided therein or by applicable law and the terms thereoflaw.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate Certificate of incorporation Incorporation of the Company shall be the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be amended to read in its entirety as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time and such amended certificate shall be the certificate of incorporation of the Surviving Corporation until duly amended in accordance with applicable law and the terms thereofTime.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time Time, shall be amended in the Merger to read in its entirety as the certificate of incorporation of Merger Sub set forth in effect immediately prior to the Effective Time and such amended certificate Exhibit 3.01 hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation Corporation, until duly thereafter changed or amended in accordance with applicable law and the terms thereofas provided therein or by Applicable Law.

Certificate of Incorporation. At the Effective Time, the ---------------------------- The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall shall, at the Effective Time, by virtue of the Merger and without any further action, be amended and restated to read in its entirety as the certificate of incorporation of Merger Sub in effect immediately prior set forth on Exhibit A attached to the Effective Time this Agreement and, as so amended and such amended certificate restated, shall be the certificate of incorporation of the Surviving Corporation Company (the “Surviving Company Charter”) until duly thereafter amended in accordance with the Surviving Company Charter and applicable law and the terms thereofLaws.

Certificate of Incorporation. At the Effective Time, (i) the ---------------------------- certificate of incorporation of the Company Merger Sub, as in effect immediately prior to the Effective Time shall be amended to read in its entirety as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time and such amended certificate Time, shall be the certificate of incorporation of the Surviving Corporation until duly thereafter changed or amended in accordance with as provided therein or by applicable law and (ii) the terms thereofby‑laws of Merger Sub as in effect immediately prior to the Effective Time shall be the by‑laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

Certificate of Incorporation. At the Effective Time, the ---------------------------- The certificate of incorporation of the Company in effect immediately prior to shall be amended at the Effective Time shall be amended to read in its entirety as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time (which shall contain such provisions as are necessary to give full effect to the exculpation and such indemnification provided for in Section 6.11 hereof), and as so amended certificate shall be the certificate of incorporation of the Surviving Corporation until duly amended in accordance with applicable law and the terms thereofApplicable Law.

Certificate of Incorporation. At the Effective Time, the The Certificate of Incorporation ---------------------------- certificate of incorporation of the Company MergerCo as in effect immediately prior to the Effective Time shall be amended to read in its entirety as the certificate Certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time and such amended certificate shall be the certificate of incorporation Incorporation of the Surviving Corporation after the Effective Time, until duly thereafter changed or amended in accordance with as provided therein or by applicable law and the terms thereoflaw.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended to read and restated in its entirety in the form attached hereto as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time and such amended certificate Exhibit C and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until duly until, subject to Section 6.8(a), thereafter amended in accordance with the applicable law provisions of the DGCL and the terms thereofsuch certificate of incorporation.

Certificate of Incorporation. At After the Effective Time, the ---------------------------- certificate Certificate of incorporation Incorporation of the Company Mergersub as in effect immediately prior to the Effective Time shall be amended to read in its entirety as the certificate Certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time and such amended certificate shall be the certificate of incorporation Incorporation of the Surviving Corporation until duly amended in accordance with applicable law and the terms thereoflaw.

Certificate of Incorporation. At the Effective Time, the The Certificate of Incorporation ---------------------------- certificate of incorporation of the Company Acquisition Corp. in effect immediately prior to the Effective Time shall be amended to read in its entirety as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time and such amended certificate shall be the certificate of incorporation of the Surviving Corporation until duly Corporation, and shall be amended and restated in accordance with applicable law and its entirety at the terms thereof.Effective Time so as to conform to Exhibit B attached hereto. ---------

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate Certificate of incorporation Incorporation of the Company as in effect immediately prior to the Effective Time shall be amended to read in its entirety to read as the certificate of incorporation of Merger Sub provided in effect immediately prior to the Effective Time Exhibit 3.1 hereto and such amended certificate shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly amended in accordance with applicable law and the terms thereoflaw.

Certificate of Incorporation. At the Effective Time, the The Certificate of Incorporation of ---------------------------- certificate of incorporation of the Company Merger Sub in effect immediately prior to the Effective Time shall be amended to read in its entirety as the certificate Certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time and such amended certificate shall be the certificate of incorporation Incorporation of the Surviving Corporation after the Effective Time (except that Article 1 of such Certificate of Incorporation shall be amended as of the Effective Time to read as follows: "The name of the Corporation is PanEnergy Corp."), until duly amended in accordance with applicable law and the terms thereoflaw.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate of incorporation of the Company Company, as in effect immediately prior to the Effective Time Time, shall be amended to read in its entirety (except with respect to the name of the Company) the same as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time and such amended certificate shall be the certificate of incorporation of the Surviving Corporation Time, until duly thereafter amended in accordance with applicable law and the terms thereofthereof and as provided by applicable Law.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate Certificate of incorporation Incorporation of the Company shall be the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be amended to read in its entirety as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time and such amended certificate shall be the certificate of incorporation of the Surviving Corporation until duly amended in accordance with applicable law and the terms thereofTime.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate Certificate of incorporation Incorporation of the Company (the “Company Certificate of Incorporation”), as in effect immediately prior to the Effective Time Time, shall be amended so as to read in its entirety as in the form of the certificate of incorporation of Merger Sub Acquisition Sub, as in effect immediately prior to the Effective Time Time, and such as so amended certificate shall be the certificate of incorporation of the Surviving Corporation Corporation, until duly thereafter changed or amended in accordance with applicable law and the terms thereofas provided therein or by Applicable Law.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate Certificate of incorporation Incorporation of the Company in effect immediately prior to the Effective Time shall be amended and restated to read substantially in its entirety the form of the Certificate of Incorporation of the Merger Subsidiary as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time and such amended certificate shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation after the Effective Time, until duly thereafter changed or amended in accordance with as provided therein or by applicable law and the terms thereoflaw.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate Certificate of incorporation Incorporation of the Company Sub as in effect immediately prior to the Effective Time shall be amended to read in its entirety as the certificate Certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time and such amended certificate shall be the certificate of incorporation Incorporation of the Surviving Corporation Corporation, until duly amended in accordance with applicable law and the terms thereoflaw.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be amended to read in its entirety as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time Time, except that the name of the Company shall continue to be “IsoTis, Inc.” and such the provisions of the certificate of incorporation of the Company related to the incorporator of the Company shall not be amended, and as so amended certificate shall be the certificate of incorporation of the Surviving Corporation until duly after the Effective Time, and thereafter may be amended in accordance with applicable law and the terms thereofas provided therein or by law.

Certificate of Incorporation. At the Effective Time, the certificate ---------------------------- of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as the certificate of incorporation of the Company Acquisition Corp as in effect immediately prior to the Effective Time shall be amended to read in its entirety as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time and such amended certificate shall be the certificate of incorporation of the Surviving Corporation until duly amended in accordance with applicable law and the terms thereofTime.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate Certificate of incorporation Incorporation of the Company Company, as in effect immediately prior to the Effective Time Time, shall be amended so as to read in its entirety in the form of the Certificate of Incorporation of Acquisition Sub, as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time Time, and such as so amended certificate shall be the certificate of incorporation of the Surviving Corporation Corporation, until duly thereafter changed or amended in accordance with applicable law and the terms thereofas provided therein or by Applicable Law (subject to Section 5.5).

Certificate of Incorporation. At and after the Effective Time, and ---------------------------- without any further action on the ---------------------------- part of the Company and Merger Sub, the certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be amended to read in its entirety as the certificate of incorporation of Merger Sub reads as in effect immediately prior to the Effective Time and until thereafter changed or amended as provided therein or by applicable law, provided that such amended certificate shall be the certificate of incorporation shall be amended to reflect Blue Wave Systems Inc. as the name of the Surviving Corporation until duly amended in accordance with applicable law and the terms thereofCorporation.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be amended to read in its entirety as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time and such amended certificate Time, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until duly after the Effective Time, and thereafter may be amended in accordance with as provided therein or by applicable law and the terms thereofLaw.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate Certificate of incorporation Incorporation of the Company Company, as in effect immediately prior to the Effective Time Time, shall be amended to read as set forth in its entirety Exhibit B and, as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time and such amended certificate so --------- amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until duly thereafter amended in accordance with as provided therein or by applicable law and the terms thereoflaw.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be amended so as to read in its entirety as the certificate of incorporation of Merger Sub in effect immediately prior to set forth on Exhibit A and, as so amended, shall be, from and after the Effective Time and such amended certificate shall be Time, the certificate of incorporation of the Surviving Corporation (the “Surviving Charter”) until duly amended in accordance with as provided therein or by applicable law and the terms thereofLaws.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended so as to read in its entirety the same as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time Time, and such as so amended certificate shall be the certificate of incorporation of the Surviving Corporation Corporation, until duly amended in accordance with applicable law Law and the terms thereof; provided; however, that Article First thereof shall read as follows: “The name of the Corporation is FTD Group, Inc. (hereinafter, the “Corporation”).”

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended to read and restated in its entirety in the Merger to read as the certificate of incorporation of Merger Sub set forth in effect immediately prior to the Effective Time and such amended certificate Exhibit A hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until duly amended in accordance with applicable law and the terms thereofCorporation.

Certificate of Incorporation. At the Effective Time, the ---------------------------- certificate Restated Certificate of incorporation Incorporation of the Company Company, as in effect immediately prior to the Effective Time Time, shall be amended to read in its entirety as the certificate of incorporation of Merger Sub set forth in effect immediately prior to the Effective Time Exhibit 2.1 hereto, and such amended certificate Restated Certificate of Incorporation, as so amended, shall be the certificate Restated Certificate of incorporation Incorporation of the Surviving Corporation until duly thereafter amended in accordance with applicable law and the terms thereofas provided by law.