Common use of Capital Stock of Merger Sub Clause in Contracts

Capital Stock of Merger Sub. Each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each issued and outstanding share of the common stock stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value $.01 per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become shall represent one (1) fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation, which shall constitute the only outstanding share of common stock of the Surviving Corporation immediately following the Effective Time.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value $0.001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Merger Sub, each share of the common stock stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock of Merger Sub, $0.01 par value per share (“Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time shall be converted automatically into and become one fully paid and nonassessable non-assessable share of common stockstock of the Surviving Corporation, $0.01 par value per share. From and after the Effective Time, each stock certificate of Merger Sub which previously represented shares of Merger Sub Common Stock shall evidence ownership of an equal number of shares of common stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become shall represent one fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation, which shall constitute the only outstanding shares of common stock of the Surviving Corporation immediately following the Effective Time.

Capital Stock of Merger Sub. Each share of the common stock stock, $.01 par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stock, $0.01 .01 par value per sharevalue, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become shall represent one fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation, which shall constitute the only outstanding share of common stock of the Surviving Corporation immediately following the Effective Time.

Capital Stock of Merger Sub. Each share of the common stock stock, par value $0.001 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, $0.01 par value $0.001 per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock of Merger Sub Sub, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, $0.01 par value per share, stock of the Surviving Corporation, par value $0.01 per share.

Capital Stock of Merger Sub. Each share of the common stock stock, $.01 par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stock, $0.01 par value per sharevalue, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock of Merger Sub issued and Common Stock outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become shall represent one fully paid and nonassessable share of common stock, $0.01 par value $0.001 per share, of the Surviving Corporation, which shall constitute the only outstanding shares of common stock of the Surviving Corporation immediately following the Effective Time.

Capital Stock of Merger Sub. Each share of the common stock stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock stock, $0.0001 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 no par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock stock, par value $0.005 per share, of Merger Sub Sub, issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and converted automatically into and become one validly issued, fully paid and nonassessable share of common stock, $0.01 par value $0.005 per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock capital stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger, be converted into and become exchanged for one fully paid and nonassessable non-assessable share of common the same class and series of capital stock, $0.01 par value $.01 per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock stock, $0.01 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stock, $0.01 par value per sharevalue, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock of Merger Sub Sub, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, $0.01 par value per share, stock of the Surviving Corporation, par value $0.01 per share.

Capital Stock of Merger Sub. Each issued and outstanding share of the common stock stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value $.01 per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock stock, $0.001 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 0.001 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock of Merger Sub Sub, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stockstock of the Surviving Corporation, $0.01 par value $0.001 per share, and thereafter, will constitute the only outstanding shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation, and shall constitute the only outstanding shares of capital stock of the Surviving Corporation upon consummation of the Merger.

Capital Stock of Merger Sub. Each share of the common capital --------------------------- stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each At the Effective Time, each share --------------------------- of the common stock Common Stock, par value $0.10 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock stock, par value $0.01 per share, of Merger Sub issued and that is outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, $0.01 par value per share, stock of the Surviving Corporation, which shall constitute the only outstanding share of capital stock of the Surviving Corporation as of immediately following the Effective Time.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become shall represent one fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation, so that, after the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation’s common stock.

Capital Stock of Merger Sub. Each share of the common stock Common Stock, par value $0.01 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock stock, without par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stock, $0.01 without par value per sharevalue, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one validly issued, fully paid and nonassessable share of common stock, $0.01 par value per share, stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock of Merger Sub Sub, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stockstock of the Surviving Corporation, $0.01 par value $0.001 per share, with the same rights, powers and preferences as the shares so converted and shall constitute the only outstanding share of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each At the Effective Time, each share of the common stock stock, no par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock of Merger Sub Sub, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock capital stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger, be converted into and become exchanged for one (1) fully paid and nonassessable non-assessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, $0.01 par value $0.001 per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, $0.01 par value $0.001 per share, of the Surviving Corporation, and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation as of the Effective Time.

Capital Stock of Merger Sub. Each share of the common stock stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 0.0001 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and shall become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock, $0.01 par value per share, stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock stock, par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable (1) share of common stock, $0.01 par value per share, stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each At the Effective Time, by virtue of the Merger and without any action on the part of Pubco, Merger Sub, the Company or their respective stockholders, each share of the common stock stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, $0.01 par value $0.001 per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock capital stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one fully paid and nonassessable non-assessable share of common the same class and series of capital stock, $0.01 no par value per sharevalue, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub which is issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stockCommon Stock, $0.01 par value $1.00 per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each whole share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become shall represent one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving CorporationEntity, so that, after the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Entity’s common stock.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value $0.001 per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock of Merger Sub Sub, par value $.01 per share, issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, $0.01 par value per share, stock of the Surviving Corporation, par value $.01 per share.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stockstock of the Surviving Corporation, $0.01 par value $0.001 per share, and such shares of common stock issued upon conversion of the capital stock of Merger Sub shall represent all of the outstanding shares of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become shall represent one validly issued, fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the First Step Surviving Corporation, which shall constitute the only outstanding shares of capital stock of the First Step Surviving Corporation immediately following the Effective Time.

Capital Stock of Merger Sub. Each share of the common stock stock, par --------------------------- value $.01 per share, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value $.01 per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation and shall constitute the only shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Merger I Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Merger I Surviving CorporationEntity, so that, after the Merger I Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Merger I Surviving Entity’s common stock.

Capital Stock of Merger Sub. Each share of the common stock stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, $0.01 par value $.01 per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock stock, par value $0.01 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock of Merger Sub Sub, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, $0.01 without par value per sharevalue, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stockstock of the Surviving Corporation, $0.01 par value $1.00 per share, and such shares of common stock issued upon conversion of the capital stock of Merger Sub shall represent all of the outstanding shares of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock stock, no par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 no par value per share, of the Surviving CorporationCorporation with the same rights, powers and privileges as the shares so converted.

Capital Stock of Merger Sub. Each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 .01 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving CorporationCorporation (the “Surviving Corporation Common Stock”).

Capital Stock of Merger Sub. Each issued and outstanding share of the common stock stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value $.01 per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each The one share of the common stock stock, $.01 par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one exchanged for 16,590,336 validly issued, fully paid and nonassessable share shares of common stock, $0.01 par value per sharevalue, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock of Merger Sub Sub, without par value, issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid paid, and nonassessable share of common stock, $0.01 par value per share, stock of the Surviving Corporation, without par value.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully fully-paid and nonassessable non-assessable share of common stock, $0.01 par value $0.001 per share, of the Surviving Corporation, so that, after the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation’s common stock.

Capital Stock of Merger Sub. Each As of the Effective Time, each issued and outstanding share of the common capital stock of Merger Sub issued and outstanding as of immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock stock, par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, $0.01 par value per share, stock of the Surviving CorporationCompany, and shall constitute the only outstanding shares of capital stock of the Surviving Company.

Capital Stock of Merger Sub. Each share of the common stock stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation and such shares of common stock issued upon conversion of the Merger Sub Common Stock shall represent all of the outstanding shares of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become shall represent one (1) validly issued, fully paid and nonassessable share of common stock, $0.01 par value $0.001 per share, of the Surviving Corporation, which shall constitute the only outstanding shares of common stock of the Surviving Corporation immediately following the Effective Time.

Capital Stock of Merger Sub. Each share of the common stock stock, $.01 par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stock, $0.01 no par value per sharevalue, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each issued and outstanding share of the common capital stock of Merger Sub issued and outstanding as of immediately prior to the Effective Time shall be converted automatically into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value $.01 per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become shall represent one fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation, so that, after the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation’s common stock.

Capital Stock of Merger Sub. Each share of the common stock stock, $0.01 par value per share, of Merger Sub Sub, issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, $0.01 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each issued and outstanding share of the common stock stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stockCommon Stock, $0.01 par value $.01 per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock of Merger Sub Sub, without par value, issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, $0.01 without par value per sharevalue, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable paid, non-assessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock of the Merger Sub Sub, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable non-assessable share of common stock, $0.01 par value per share, Common Stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock stock, par value $0.01, of Merger Sub (the "MERGER SUB COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each issued and outstanding share of the common stock of Merger Sub Sub, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value $.01 per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, $0.01 0.0001 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, $0.01 par value $0.001 per share, of the Surviving Corporation, so that, after the Effective Time, Parent shall be the indirect holder of all of the issued and outstanding shares of the Surviving Corporation’s common stock.

Capital Stock of Merger Sub. Each share of the common stock stock, $0.01 par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stock, $0.01 par value per sharevalue, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock stock, par value $.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, $0.01 par value $.001 per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock stock, par value $0.001 per share, of Merger Sub Sub, issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and converted automatically into and become one validly issued, fully paid and nonassessable share of common stock, $0.01 par value $0.001 per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock share, no par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stockshare, $0.01 no par value per sharevalue, of the Surviving Corporation, and all such shares when so converted shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the Merger Sub common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, capital stock of the Surviving CorporationCorporation (“Surviving Corporation Common Stock”).

Capital Stock of Merger Sub. Each share of the common stock stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of the common stock stock, $0.001 par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one fully paid and nonassessable validly issued, share of common stock, $0.01 par value per share, stock of the Surviving Corporation.