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 Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) shall be amended and restated in its entirety to read take the same as form of the certificate of incorporation of Merger Sub, as Sub in effect immediately prior to the Effective Time, and except that references to Merger Sub’s name shall be the certificate of incorporation of replaced with references to the Surviving Corporation Corporation’s name and any references to the sole incorporator of Merger Sub shall be removed, until thereafter changed duly amended, restated or amended and restated as provided therein, by the DGCL or therein and/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 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 “Charter”) shall be amended and restated in its entirety to read substantially as follows: “The name of set forth in Exhibit A, until thereafter duly amended, restated or amended and restated as provided therein and/or by applicable Law, in each case consistent with the corporation shall be Inamed Corporationobligations set forth in Section 7.11.”

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 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 “Charter”) shall be amended and restated in its entirety to read as follows: “The name of the corporation shall be Inamed Corporationset forth in Exhibit B to this Agreement, until thereafter amended, restated or amended and restated as provided therein or as provided 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 “Charter”) shall be amended and restated in its entirety to read as follows: “The name of set forth in Annex B, until thereafter duly amended, restated or amended and restated as provided therein or by applicable Law, in each case consistent with the corporation shall be Inamed Corporationobligations set forth in Section 7.12.”

Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation (the “Charter”) 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 Corporationset forth in Exhibit A-1 hereto, until thereafter amended as provided therein and 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.”"

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, by virtue of the Merger 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 “Charter”) shall be amended and restated in its entirety to read as follows: “The name of set forth in Annex B, until thereafter duly amended, restated or amended and restated as provided therein or by applicable Law, in each case consistent with the corporation shall be Inamed Corporationobligations set forth in Section 7.12.”

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 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, subject to Section 7.11, 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 “Charter”) shall be amended and restated in its entirety to read substantially as follows: “The name of the corporation shall be Inamed Corporationset forth in Exhibit A, until thereafter duly amended, restated or amended and restated as provided therein and/or by applicable Law.”