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 law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to read: "The name of the corporation is Talarian Corporation."

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 law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of at the Effective Time, the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian Surviving Corporation shall be Data Systems Network Corporation."

Certificate of Incorporation; Bylaws. (a) At The Certificate of Merger shall provide that, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be in the form of the Certificate of Incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time; provided, shall be however, that as of the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to read: "“The name of the corporation is Talarian Corporation."Matria Healthcare, 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 law and such Certificate of Incorporation of the Surviving Corporation; providedPROVIDED, howeverHOWEVER, that Article I of at the Effective Time the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian Corporation.Surviving Corporation shall be "Ardent Software, Inc."

Certificate of Incorporation; Bylaws. (a) At The Certificate of Merger shall provide that, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be in the form of the Certificate of Incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time; provided, shall be however, that as of the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to read: "“The name of the corporation is Talarian Corporation."Hemosense, 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 law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of at the Effective Time the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian CorporationSurviving Corporation shall be "Excite, Inc."."

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Company shall be amended in the Merger to be the same as the Certificate of Incorporation of Merger Sub, except that the name of the Surviving Corporation shall be NetMoves Corporation, and as in effect immediately prior to the Effective Time, so amended shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to read: "The name of the corporation is Talarian Corporation."

Certificate of Incorporation; Bylaws. (a) At the Effective Time, and without any further action on the part of Company, Merger Sub or their respective stockholders, 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 law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of at the Effective Time the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian Corporation.Surviving Corporation shall be "Kaynar Technologies Inc."

Certificate of Incorporation; Bylaws. (a) 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 law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of at the Effective Time the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian CorporationSurviving Corporation shall be "[Company]."

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 law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of at the Effective Time the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian Corporation.Surviving Corporation shall be "Trusted Information Systems, 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 law and such Certificate of Incorporation of the Surviving Corporation; providedPROVIDED, howeverHOWEVER, that at the Effective Time Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to read: "The name of the corporation is Talarian CorporationGeoCities."

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 law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of at the Effective Time the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian Corporation.Surviving Corporation shall be "Objective Systems Integrators, Inc."

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 law and such Certificate of Incorporation of the Surviving CorporationIncorporation; providedPROVIDED, howeverHOWEVER, that Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to readread as follows: "The name of the corporation is Talarian Corporation.Peregrine Force, 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 law and such Certificate of Incorporation of the Surviving Corporationamended; provided, however, that Article I of the Certificate of Incorporation -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to readread as follows: "The name of the corporation is Talarian Measurex Data Measurement Corporation."

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 law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that at the Effective Time Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to read: "The name of the corporation is Talarian Corporation.`Web Street, Inc.'"

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, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving CorporationIncorporation; provided, however, that Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to readread as follows: "The name of the corporation is Talarian Avid Corporation."

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 law and such Certificate of Incorporation of the Surviving Corporation; provided, provided however, that at the Effective Time Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to read: "The name of the corporation is Talarian Corporation.6FigureJobs.com, 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 law and such Certificate of Incorporation of the Surviving CorporationIncorporation; provided, however, that Article I of that, at the Effective Time, the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian Corporation.Surviving Corporation shall be "Renaissance Multimedia, Inc."

Certificate of Incorporation; Bylaws. (a) At the Effective Time, and without any further action on the part of Company, Merger Sub or their respective stockholders, 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 law and such Certificate of Incorporation of the Surviving Corporation; providedPROVIDED, howeverHOWEVER, that Article I of at the Effective Time the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian Corporation.Surviving Corporation shall be "Kaynar Technologies Inc."

Certificate of Incorporation; Bylaws. (a) At The Certificate of Merger shall provide that, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be in the form of the Certificate of Incorporation of the Merger Sub, Sub as in effect immediately prior to the Effective Time; provided, shall be however, that as of the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to read: "“The name of the corporation is Talarian Corporation."Persistence Software, 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 law and such Certificate of Incorporation of the Surviving CorporationCorporation (subject, however, to Section 5.12); provided, however, that Article I of at the Effective Time, the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian Corporation."Surviving Corporation shall be Maxis, Inc.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, subject to the provisions of Section 5.10, 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 law and such Certificate of Incorporation of the Surviving Corporation; providedPROVIDED, howeverHOWEVER, that Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian CorporationSurviving Corporation shall be "Go2Net, 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 law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of at the Effective Time the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian CorporationSurviving Corporation shall be "Andoxxx.Xxx".

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 law and such Certificate of Incorporation of the Surviving Corporation; provided, provided however, that at the Effective Time Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to read: "The name of the corporation is Talarian Corporation.RezLogic, 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 law and such Certificate of Incorporation of the Surviving Corporation; provided, provided however, that at the Effective Time Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to read: "The name of the corporation is Talarian Corporation.Xylo, 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 law and such Certificate of Incorporation of the Surviving Corporation; providedPROVIDED, howeverHOWEVER, that Article I of at the Effective Time the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian Corporation.Surviving Corporation shall be "Spyglass, 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 law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of at the Effective Time the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian Surviving Corporation shall be "Network General Corporation."

Certificate of Incorporation; Bylaws. (a) At The Certificate of Merger shall provide that, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be in the form of the Certificate of Incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time; provided, shall be however, that as of the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to read: "The name of the corporation is Talarian Corporation.NEON Systems, 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 law and such Certificate of Incorporation of the Surviving CorporationIncorporation; provided, however, that Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to readread as follows: "The name of the corporation is Talarian Corporation.Peregrine Systems Facilities Management, 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 law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of at the Effective Time the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian Corporation.Surviving Corporation shall be "Spyglass, Inc."

Certificate of Incorporation; Bylaws. (a) At The Certificate of Merger shall provide that, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be in the form of the Certificate of Incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time; provided, shall be however, that as of the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to read: "“The name of the corporation is Talarian Corporation."Apama, 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 law and such Certificate of Incorporation of the Surviving CorporationIncorporation; provided, however, that Article I of at the Effective Time the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian Surviving Corporation shall be "Metraplex Corporation."

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 law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of at the Effective Time the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian Corporation.Surviving Corporation shall be "ClearWorks.net, 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 law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of at the Effective Time the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian Corporation."Surviving Corporation shall be Sparta Pharmaceuticals, 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 law and such Certificate of Incorporation; provided, -------- however, that at the Effective Time the Certificate of Incorporation of the ------- Surviving Corporation; provided, however, Corporation shall be amended so that Article I of the Certificate of -------- ------- Incorporation name of the Surviving Corporation shall be amended at the Effective Time to read: "The name of the corporation is Talarian East Corporation."

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of the 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 law and such Certificate of Incorporation of the Surviving Corporation; providedPROVIDED, howeverHOWEVER, that Article I of at the Effective Time the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at and restated in the Effective Time to read: "The name of the corporation is Talarian Corporation."form attached as EXHIBIT G.

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate certificate of Incorporation incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time, Time shall be the Certificate certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation incorporation of the Surviving Corporation; provided, however, except that Article I of the Certificate of -------- ------- Incorporation name of the Surviving Corporation shall be amended at "OnTap Inc." and the Effective Time to read: "The name bylaws of Merger Sub shall be the bylaws of the corporation is Talarian Surviving Corporation, each of which shall continue in full force and effect until thereafter amended."

Certificate of Incorporation; Bylaws. (a) At The Certificate of Merger shall provide that, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be in the form of the Certificate of Incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time; provided, shall be however, that as of the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to read: "“The name of the corporation is Talarian Corporation."NEON Systems, 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 law and such Certificate of Incorporation of the Surviving Corporation; providedPROVIDED, howeverHOWEVER, that Article I of at the Effective Time the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian Surviving Corporation shall be "Network General Corporation."

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 law and such Certificate of Incorporation of the Surviving CorporationIncorporation; providedPROVIDED, howeverHOWEVER, that Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to readread as follows: "The name of the corporation is Talarian Peregrine Asset Management Corporation."

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 law and such Certificate of Incorporation of the Surviving Corporation; providedCorporation (subject, however, to Section 5.12); PROVIDED, HOWEVER, that Article I of at the Effective Time the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian Corporation."Surviving Corporation shall be VeriFone, Inc.

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 law and such Certificate of Incorporation of the Surviving CorporationIncorporation; provided, however, that Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to readread as follows: "The name of the corporation is Talarian Corporation.Distributed Processing Technology Corp."

Certificate of Incorporation; Bylaws. (a) At The Certificate of Merger shall provide that, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be in substantially the form of the Certificate of Incorporation of the Merger Sub, Sub as in effect immediately prior to the Effective Time; provided, shall be however, that as of the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to read: "The name of the corporation is Talarian Corporation"Allaxxx Xxxporation."

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 law and such Certificate of Incorporation of the Surviving Corporation; providedPROVIDED, howeverHOWEVER, that Article I of at the Effective Time the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian Corporation.Surviving Corporation shall be "Forte Software, Inc."

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, in the form attached hereto as Exhibit C, 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 law and such Certificate of Incorporation of the Surviving CorporationIncorporation; provided, however, that Article I of at the Effective Time the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian Corporation."Surviving Corporation shall be Hydrocarbon Technologies, 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 law and such Certificate of Incorporation of the Surviving CorporationIncorporation; provided, however, that Article I of that, at the Effective Time, the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian Corporation.Surviving Corporation shall be "PWR Systems, 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 law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of at the Effective Time the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian Surviving Corporation shall be "DataWorks Corporation"."

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 law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of at the Effective Time the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian Corporation.Surviving Corporation shall be "Flowpoint, Corp."

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 law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of at the Effective Time the -------- ------- Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian Corporation.Surviving Corporation shall be "Spyglass, Inc."

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 law and such Certificate of Incorporation of the Surviving CorporationIncorporation; provided, however, that Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to readread as follows: "The name of the corporation is Talarian Corporation.Illustra Information Technologies, 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 law and such Certificate of Incorporation of the Surviving Corporationamended; provided, however, that Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to readread as follows: "The name of the corporation is Talarian Measurex Data Measurement Corporation."

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 law and such Certificate of Incorporation of Incorporation, except that the Surviving Corporation; provided, however, that Article I of the Certificate of -------- ------- Incorporation name of the Surviving Corporation shall be amended at changed to "auxilium inc." The purposes of the Surviving Corporation shall be the purposes of Merger Sub, as in effect immediately prior to the Effective Time to read: "The name of the corporation is Talarian CorporationTime."

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 law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that at the Effective Time Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to read: "The name of the corporation is Talarian Corporation.`OnDisplay, 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 law and such Certificate of Incorporation of the Surviving Corporation; providedPROVIDED, howeverHOWEVER, that Article I of at the Effective Time the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian Corporation."Surviving Corporation shall be Sparta Pharmaceuticals, 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 law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of at the Effective Time the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian CorporationSurviving Corporation shall be "[COMPANY]"."

Certificate of Incorporation; Bylaws. (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Timedate of this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving CorporationIncorporation; provided, however, that Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to readread as follows: "The name of the corporation is Talarian CorporationTheatrix Interactive, Incorporated"."

Certificate of Incorporation; Bylaws. (a) At The Certificate of Merger shall provide that, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be in the form of the Certificate of Incorporation of the Merger Sub, Sub as in effect immediately prior to the Effective Time; PROVIDED, shall be HOWEVER, that as of the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to read: "The name of the corporation is Talarian Corporation.Persistence Software, Inc."

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, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving CorporationIncorporation; provided, however, that Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to readread as follows: "The name of the corporation is Talarian Corporation."SpeedSim, Inc."

Certificate of Incorporation; Bylaws. (a) At 1.5.1 The Certificate of Merger shall provide that, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be in the form of the Certificate of Incorporation of Merger Sub, Sub as in effect immediately prior to the Effective Time; provided, shall be however, that as of the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of the Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at the Effective Time to read: "The name of the corporation is Talarian Actional Corporation."

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 law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of at the Effective Time the Certificate of -------- ------- Incorporation of the Surviving Corporation shall comply with Section 5.10(a) of the Agreement and shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian Corporation.Surviving Corporation shall be "Appnet, 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 law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that Article I of at the Effective Time the -------- ------- Certificate of -------- ------- Incorporation of the Surviving Corporation shall be amended at so that the Effective Time to read: "The name of the corporation is Talarian Surviving Corporation shall be "Network General Corporation."