Common use of Conversion of Merger Sub Common Stock Clause in Contracts

Conversion of Merger Sub Common Stock. At the Effective Time, each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $0.0001 par value $0.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.001 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value per share, common stock of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.001 per share, of Merger Sub Common Stock that is 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 Stockcommon stock, $0.0001 par value $0.001 per share, of the Surviving Corporation, Corporation and shall constitute the only outstanding shares of stock of the Surviving Corporation into which Corporation. No capital stock of the shares of Merger Sub Common Stock are so converted shall will be issued or used in the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeMerger.

Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is 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 Stockcommon stock, $0.0001 par value $0.01 per share, of the Surviving Corporation, Corporation and shall constitute the only outstanding shares of stock of the Surviving Corporation into which Corporation. No capital stock of the shares of Merger Sub Common Stock are so converted shall will be issued or used in the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeMerger.

Conversion of Merger Sub Common Stock. At the Effective TimeEach issued and outstanding share of common stock, each share $0.01 par value, of Merger Sub Common Stock that is 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 Stockcommon stock of the Surviving Corporation with the same rights, $0.0001 par value per share, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $0.0001 par value $0.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share $0.001 par value per share, of Merger Sub (the “Merger Sub Common Stock that is Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value per share, common stock of the Surviving Corporation, Corporation and the those shares of the Surviving Corporation into which shall constitute the only outstanding shares of Merger Sub Common Stock are so converted shall be capital stock of the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeSurviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock of the Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any further action on the part of the holder thereof, be converted into and become one validly issued, fully paid and nonassessable non-assessable share of Common Stockcommon stock, $0.0001 no par value per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one validly issued, (1) fully paid and nonassessable share of Common Stockcommon stock, $0.0001 par value $0.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.0001 per share, of Merger Sub Common Stock that is (a “Merger Sub Share”) issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value per share, a membership interest of the Surviving CorporationCompany, and following the shares Effective Time, the membership interests of the Surviving Corporation into which the shares of Company that have been converted Merger Sub Common Stock are so converted Shares shall be the only shares membership interests of Company Common Stock that are issued and outstanding immediately after the Effective TimeCompany.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable non-assessable share of Common Stockcommon stock, $0.0001 par value $0.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall will automatically be converted into one validly issued, fully paid and nonassessable non-assessable share of Common Stockcommon stock, $0.0001 0.01 par value per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.01 per share, of Merger Sub Common Stock that is 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 Stockcommon stock, $0.0001 par value $0.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock of Merger Sub Common Stock that is Sub, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value per share, common stock of the Surviving CorporationCompany, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Timepar value $0.0001 per share.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.01 per share, of Merger Sub Common Stock that is 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 Stockcommon stock, $0.0001 par value $0.01 per share, of the Surviving Corporation, Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeCorporation.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.001 per share, of Merger Sub Common Stock that is 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 Stockcommon stock, $0.0001 par value $0.001 per share, of the Surviving Corporation, Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeCorporation.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock that is Stock”) issued and outstanding immediately prior to the Merger Effective Time shall be automatically converted into one duly authorized and validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value per share, common stock of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, (1) fully paid and nonassessable share of Common Stockcommon stock, par value $0.0001 par value per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective ------------------------------------- Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of Merger Sub Common Stock that is 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 Stockcommon stock, $0.0001 par value $0.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value $0.001 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Capital Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.01 per share, of Merger Sub Common Stock that is 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 Stockcommon stock, $0.0001 par value $0.01 per share, of the Surviving Corporation, Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeCorporation.

Conversion of Merger Sub Common Stock. At the Effective TimeEach ordinary share, each share par value US$0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall will be converted into one validly issued, fully paid and nonassessable share of Common Stocknon-assessable ordinary share, $0.0001 US$0.01 par value per share, of the Surviving Corporation, Corporation and the Register of Members of the Company shall be updated to reflect such issuance of ordinary shares of the Surviving Corporation into which the to each holder of shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeSub.

Conversion of Merger Sub Common Stock. At the Effective TimeEach issued and outstanding share of common stock, each share $0.0001 par value, of Merger Sub Common Stock that is 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 Stockcommon stock of the Surviving Corporation with the same rights, $0.0001 par value per share, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is 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 Stockcommon stock, $0.0001 par value $0.01 per share, of the Surviving Corporation, Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeCorporation.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.01 per share, of Merger Sub (the “Merger Sub Common Stock that is Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $0.0001 par value $0.01 per share, of the Surviving Corporation, Corporation and the those shares of the Surviving Corporation into which shall constitute the only outstanding shares of Merger Sub Common Stock are so converted shall be capital stock of the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeSurviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall will be converted into one validly issued, fully paid and nonassessable non-assessable share of Common Stockcommon stock, $0.0001 0.01 per share par value per share, of the Surviving Corporation, . Such share will thereafter constitute all of the issued and the shares outstanding capital stock of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeCorporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock of Merger Sub Common Stock that is Sub, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time shall be converted at the Effective Time into one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value per share, common stock of the Surviving Corporation, par value $0.0001 per share, and such shares will constitute the shares only outstanding equity interests of the Surviving Corporation into which following the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeMerger.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value $0.001 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock of Merger Sub Common Stock that is Sub, par value $0.01 per share, issued and outstanding immediately prior to the Impax Merger Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value per share, common stock of the Surviving CorporationCompany, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Timepar value $0.01 per share.

Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or any other Person, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable non-assessable share of Common Stockcommon stock, $0.0001 par value $0.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeEntity.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.10 per share, of Merger Sub ("Merger Sub Common Stock that is Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one validly remain outstanding as a val- idly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value per share, common stock of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable (1) share of Common Stockcommon stock, $0.0001 par value $0.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock of Merger Sub Common Stock that is Sub, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value per share, common stock of the Surviving CorporationCompany, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Timepar value $0.001 per share.

Conversion of Merger Sub Common Stock. At Each issued and outstanding share of the Effective Timecommon stock, each share par value of $0.01 per share, of Merger Sub Common Stock that is 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 Stockcommon stock, $0.0001 par value of $0.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeCompany.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.10 per share, of Merger Sub ("Merger Sub Common Stock that is Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one remain outstanding as a validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value per share, common stock of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $.01 per share, of Merger Sub Common Stock that is 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 Stockcommon stock, $0.0001 par value $.001 per share, of the Surviving Corporation, Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeCorporation.

Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, (1) fully paid and nonassessable share of Common Stockcommon stock, $0.0001 par value $0.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each issued and outstanding share of common stock, par value $.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $0.0001 par value $.01 per share, of the Surviving Corporation, and the shares of the Corporation ("Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeStock").

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock of Merger Sub Common Stock that is 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 holder thereof, be converted into and become one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $0.0001 par value per share$0.01, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeEntity.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock of Merger Sub, par value $0.01 per share (“Merger Sub Common Stock that is Stock”), issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value per share, the common stock of the Surviving Corporation, . Each stock certificate of Merger Sub evidencing ownership of any such shares shall from and after the Effective Time evidence ownership of the same number of shares of capital stock of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeCorporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of Merger Sub common stock, par value $0.001 per share ("Merger Sub Common Stock that is Stock"), 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, $0.0001 par value per share, common stock of Company as the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 0.001 par value per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.001 per share, of Merger Sub Common Stock that is 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 Stockcommon stock, $0.0001 par value $0.001 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value $0.001 per share, of the Surviving Corporation, and the shares of Common Stock of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share $0.001 par value per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value per share, common stock of the Surviving Corporation, Corporation and the those shares of the Surviving Corporation into which shall constitute the only outstanding shares of Merger Sub Common Stock are so converted shall be capital stock of the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeSurviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $0.0001 0.001 par value per share, of the Surviving Corporation, Oncolix and the shares of the Surviving Corporation Oncolix into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Oncolix Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $0.0001 par value $0.001 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock of Merger Sub Common Stock that is Sub, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value per share, common stock of the Surviving CorporationCompany, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Timepar value $$0.000001 per share.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.001 per share, of Merger Sub ("Merger Sub Common Stock that is Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $0.0001 par value $0.001 per share, of the Surviving Corporation, and the Surviving Corporation shall be a wholly owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeCorporation.

Conversion of Merger Sub Common Stock. At the Effective Time, subject to the terms and conditions of this Agreement, by virtue of the Merger and without any further action on the part of the Parties, each share of Merger Sub Common Stock that is Sub’s common stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value per share, exchanged for a membership interest of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeCompany.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share $0.001 par value per share, of Merger Sub (the "Merger Sub Common Stock that is Stock") issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value per share, common stock of the Surviving Corporation, Corporation and the those shares of the Surviving Corporation into which shall constitute the only outstanding shares of Merger Sub Common Stock are so converted shall be capital stock of the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeSurviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, par value $0.0001 par value per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.001 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid paid, and nonassessable share of Common Stockcommon stock, $0.0001 par value $0.001 per share, of the Surviving CorporationCorporation with the same rights, powers, and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeCorporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time Time, shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, par value $0.0001 par value per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall, and as of the Effective Time, evidence ownership of such shares of common stock of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeCorporation.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into and be exchanged for one newly and validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value per share, common stock of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall will automatically be converted into one validly issued, fully paid and nonassessable non-assessable share of Common Stockcommon stock, $0.0001 0.10 par value per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $0.0001 par value $0.01 per share, of the Surviving Corporation, Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeCorporation.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.001 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of Common Stockcommon stock, $0.0001 par value $0.001 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 no par value per sharevalue, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.0001 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, (1) fully paid and nonassessable share of Common Stockcommon stock, par value $0.0001 par value per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is 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 Stockcommon stock, $0.0001 par value $0.01 per share, of the Surviving Corporation, Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeCorporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock of Merger Sub Common Stock that is Sub, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time shall be automatically converted at the Effective Time into one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value per share, common stock of the Surviving Corporation, par value $0.0001 per share, and such shares will constitute the shares only outstanding equity interests of the Surviving Corporation into which following the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeMerger.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable non-assessable share of Common Stock, $0.0001 par value $0.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Capital Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each issued and outstanding share of common stock, par value $0.0001 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, (1) fully paid and nonassessable share of Common Stockcommon stock, $0.0001 par value $0.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, without the need for any further action by any Person, each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $0.0001 par value per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock common stock of the Surviving Corporation that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, subject to the terms and conditions of this Agreement, by virtue of the Merger and without any further action on the part of the Parties, each share of Merger Sub Common Stock that is Sub’s common stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value per share, common stock of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeCompany.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $.01 per share, of Merger Sub Common Stock that is 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 holder thereof, be converted into and become one validly issued, fully paid and nonassessable non-assessable share of Common Stockcommon stock, $0.0001 par value $.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $0.0001 0.001 par value per share, of the Surviving Corporation, Corporation and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock capital stock of the Surviving Corporation that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, without the need for any further action by any Person, each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value per share, common stock of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock common stock of the Surviving Corporation that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, par value $0.0001 par value per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Capital Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, Time each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter represent one validly duly issued, fully paid and nonassessable share of Common Stockcommon stock, $0.0001 par value $.0001 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, Date each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time Date shall be converted into and thereafter represent one validly duly issued, fully paid and nonassessable share of Common Stockcommon stock, $0.0001 par value $.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $0.0001 0.001 par value per share, of the Surviving Corporation, F Squared Hemp and the shares of the Surviving Corporation F Squared Hemp into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common F Squared Hemp Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each outstanding share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable non-assessable share of Common Stockthe common stock, $0.0001 US$0.01 par value per share, of the Surviving Corporation. Following the Effective Time, and the shares each certificate evidencing ownership of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only evidence ownership of such shares of Company Common Stock that are issued and outstanding immediately after common stock of the Effective TimeSurviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share $1.00 par value, of Merger Sub (the “Merger Sub Common Stock Stock”) that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $0.0001 par value per sharevalue, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock the Surviving Corporation that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.01 per share, of Merger Sub Common Stock that is 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 Stockcommon stock, $0.0001 par value $0.001 per share, of the Surviving Corporation, Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeCorporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time of the Merger shall be converted into one validly issued, (1) fully paid and nonassessable non-assessable share of Common Stock, $0.0001 par value $0.04 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock of the Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any further action on the part of the holder thereof, be converted into and become one validly issued, fully paid and nonassessable non-assessable share of Common Stockcommon stock, $0.0001 par value $.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of the Common Stock, par value $.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to at the Effective Time shall be converted into thereafter represent one validly issued, fully paid and nonassessable non-assessable share of Common Stock, $0.0001 par value per share, Stock of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $0.0001 par value $0.01 per share, of the Surviving Corporation. From and after the Effective Time, any and all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Timepreceding sentence.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.01 per share, of Merger Sub Common Stock 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 Stockcommon stock, $0.0001 par value $0.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock of Merger Sub Common Stock that is Sub, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time shall be converted at the Effective Time into one validly issued, fully paid and nonassessable share of Common Stockcommon stock of the Surviving Entity, par value $0.0001 par value per share, and such shares will constitute the only outstanding equity interests of the Surviving Corporation, and Entity following the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeMerger.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 0.00001 par value per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Capital Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.001 per share, of Merger Sub Common Stock that is 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 Stockcommon stock, $0.0001 par value $0.001 per share, of the Surviving Corporation, with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeCorporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.0001 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time Time, shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, par value $0.0001 par value per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall, and as of the Effective Time, evidence ownership of such shares of common stock of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeCorporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one 100,000 validly issued, fully paid and nonassessable share shares of Common Stock, $0.0001 no par value per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share no par value, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into and be exchanged for one (1) newly and validly issued, fully paid and nonassessable share of Common Stockcommon stock, $0.0001 par value $0.001 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall automatically be converted into one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $0.0001 par value $0.01 per share, of the Surviving Corporation, Corporation and will constitute the only outstanding shares of capital stock of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeCorporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time Time, shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $0.0001 par value $0.01 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall, and as of the Effective Time, evidence ownership of such shares of common stock of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeCorporation.

Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is 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 Stockcommon stock, $0.0001 par value $0.01 per share, of the Surviving CorporationCorporation with the same rights, powers and privileges as the shares of so converted and shall constitute the Surviving Corporation into which the only outstanding shares of Merger Sub Common Stock are so converted shall be the only shares capital stock of Company Common Stock that are issued and outstanding immediately after the Effective Time.the

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock of Merger Sub (the “Merger Sub Common Stock Stock”) that is issued and outstanding immediately prior to the Effective Time shall will be converted into one validly issued, fully paid and nonassessable non-assessable share of Common Stockcommon stock, $0.0001 0.01 par value per sharevalue, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share no par value, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into and be exchanged for one hundred (100) newly and validly issued, fully paid and nonassessable share of Common Stockcommon stock, $0.0001 par value $0.001 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.0001 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly newly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value per share, common stock of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value $0.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Capital Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, subject to the terms and conditions of this Agreement, by virtue of the Merger and without any further action on the part of the Parties, each share of Merger Sub Common Stock that is Sub’s common stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, par value $0.0001 par value per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeCompany.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $1.00 per share, of Merger Sub ("Merger Sub Common Stock that is Stock") 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 holder thereof, be converted into one and become 1/1000 of a validly issued, fully paid and nonassessable non-assessable share of Common Stockcommon stock, $0.0001 par value $.01 per share, of the Surviving Corporation, and the shares of the Corporation ("Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective TimeStock").

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, each share par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall will be converted into one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $0.0001 par value $0.01 per share, of the Surviving Corporation. From and after the Effective Time, and all certificates representing shares of common stock of Merger Sub will be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Timepreceding sentence.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $0.0001 0.001 par value per share, of the Surviving Corporation, Company and the shares of the Surviving Corporation Company into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $0.0001 par value $0.10 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.