Common use of Capital Stock of Merger Sub Clause in Contracts

Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub 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 of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock of Merger Sub 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 Common Stock of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each share of common stock Common Stock of Merger Sub ("Merger Sub Common 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 Common Stock of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of any of the parties hereto, each share of common capital stock of Merger Sub 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 of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become, and shall represent, one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such Corporation with the same rights, powers and privileges as the shares so converted and shall continue to evidence ownership of such constitute the only outstanding shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock of Merger Sub 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 Common Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to of Common Stock of Merger Sub shall, as of the Effective Time, evidence ownership of such shares of capital stock Common Stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub 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 of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital common stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock of Merger Sub 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 Common Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to of Common Stock of the Merger Sub shall, as of the Effective Time, evidence ownership of such shares of capital stock Common Stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock of Merger Sub (the "Merger Sub Common 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 Common Stock of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At As of the Effective Time, by virtue of the Merger and without any action on the part of any of the parties hereto or any holder thereof, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be cancelled and shall automatically be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each share of common stock stock, $0.01 par value, of Merger Sub ("Merger Sub Common 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 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each share of the common stock of Merger Sub ("Merger Sub Common 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 of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub 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 of the Surviving Corporation. Each stock From and after the Effective Time, each share certificate of Merger Sub theretofore evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub Common 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 of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each share of common stock Common Stock of Merger Sub 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 Common Stock of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub ("Merger Sub Common 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 of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, by virtue of the First Merger and without any action on the part of any of the parties hereto, each share of common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock stock, par value $0.001 per share, of the Surviving First-Step Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares of Merger Sub shall continue to after the Effective Time evidence ownership of such shares of capital stock of the Surviving First-Step Corporation.

Capital Stock of Merger Sub. At the Effective Time, each share of common stock Common Stock of Merger Sub (“Merger Sub Common 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 Common Stock of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub issued issue 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 of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares Corporation and shall continue to evidence ownership of such constitute the only outstanding shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common capital stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall will, by virtue of the Merger and without further action on the part of the sole stockholder of Merger Sub, be converted into and exchanged for become one validly issued, fully paid and nonassessable share of common stock Company Common Stock (and the shares of the Surviving Corporation. Each stock certificate Company into which the shares of Merger Sub capital stock are so converted shall be the only shares of the Company’s capital stock that are issued and outstanding immediately after the Effective Time). Each certificate evidencing ownership of any such shares shall continue to of Merger Sub capital stock will evidence ownership of such shares of capital stock of the Surviving CorporationCompany Common Stock.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub issued and outstanding immediately prior to before the Effective Time shall automatically be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to shall, as of the Effective Time, evidence ownership of such shares of capital common stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub Common 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 stock, no par value, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, --------------------------- each share of common stock stock, $0.001 par value, of Merger Sub ("Merger Sub Common ----------------- 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 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock of --------------------------- Merger Sub 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 Common Stock of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub ("Merger Sub Common 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 Common Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of , and the Surviving CorporationCorporation shall be a wholly-owned subsidiary of Parent.

Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub 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 of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital common stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each share of common stock Common Stock of Merger Sub ("MERGER SUB COMMON 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 Common Stock of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub 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 of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each share of common stock Capital Stock of Merger Sub 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 Common Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock Common Stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger --------------------------- Sub 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 of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to as of the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock Common Stock of the Surviving Corporation. Each stock From and after the Effective Time, each share certificate of Merger Sub theretofore evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock of Merger Sub 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 stock Common Stock of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At 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 common stock stock, without par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock stock, without par value, of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each share --------------------------- of common stock Common Stock of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares the share of capital common stock of the Surviving Corporation.

Capital Stock of Merger Sub. At As of the Effective Time, by virtue of the Merger and without any action on the part of any of the parties hereto or any holder of securities of Merger Sub, each share of 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 exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each share --------------------------- of common stock Common Stock, par value $.001 per share, of Merger Sub ("Merger Sub Common 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 Common Stock, par value $.001 per share, of the Surviving Corporation, and the Surviving Corporation shall become 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock, no par value, of Merger Sub (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged or exercisable for one validly issued, fully paid and nonassessable share of common stock Common Stock, no par value, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to as of the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate certificate, if any, of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each share The shares of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share shares of common stock of the Surviving Corporation. Each stock certificate Corporation and shall thereafter constitute all of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such the issued and outstanding shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall continue to thereafter evidence ownership of such shares of capital common stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub Common Stock which is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for remain outstanding as one validly issued, fully paid and nonassessable share of common stock stock, no par value, of the Surviving Corporation, with identical rights and privileges. Each stock From and after the Effective Time, each share certificate of Merger Sub theretofore evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each share of common stock Common Stock of Merger Sub 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 of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub 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 of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each share of common stock Common Stock, no par value, of Merger Sub ("Merger Sub Common 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 Common Stock, no par value, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Acquiror. 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for represent one validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub 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 the capital stock of the Surviving Corporation. Each stock share 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.

Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub 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 of the Surviving Corporation. Each stock certificate certificate, if any, of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub 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 of the Surviving Corporation. Each stock share 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for remain outstanding, unchanged by reason of the Merger, as one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into remain outstanding and exchanged for shall represent one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to shall, as of the Effective Time, evidence ownership of such shares of capital common stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each share of the common stock of Merger Sub 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 of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time effective time of the First Merger shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock Common Stock of the Surviving CorporationEntity. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to of Merger Sub Common Stock shall, as of the effective time of the First Merger, evidence ownership of such shares of capital stock Common Stock of the Surviving CorporationEntity.

Capital Stock of Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of the Parent, Merger Sub, the Company or the Company Stockholders, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue after the Effective Time to evidence ownership of such shares of capital common stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock of Merger Sub --------------------------- 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 Common Stock of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock of Merger --------------------------- Sub 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 Common Stock of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock of Merger Sub 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 Common Stock of the Surviving Corporation. Each stock certificate Certificate of Merger Sub evidencing ownership of any such shares shall continue to of Common Stock of Merger Sub shall, as of the Effective Time, evidence ownership of such shares of capital stock Common Stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock Common Stock of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to as of the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate certificate, if any, of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common capital --------------------------- stock of Merger Sub 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 of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub (“Merger Sub Common 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 of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares Merger Sub Common Stock shall continue to from and after the Effective Time evidence ownership of such a like number of shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock stock, no par value, of Merger Sub 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 stock, no par value, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue of common stock of Merger Sub prior to the Effective Time shall, after the Effective Time, evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving CorporationCorporation Common Stock. 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.

Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for the right to receive one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock of --------------------------- Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for represent one validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time of the Merger shall be cancelled and converted into and exchanged for represent the right to receive one validly issued, fully paid and nonassessable non-assessable share of common stock of the Transitory Surviving Corporation. 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 Transitory Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall will by virtue of the Merger and without any action on the part of the holder thereof, be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. Each The Surviving Corporation will issue a 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 CorporationCorporation upon surrender of the certificates that formerly represented the Common Stock of Merger Sub.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid paid, and nonassessable share of common stock of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub 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 of the Surviving Corporation. 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.such

Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub (“Merger Sub Common 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 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.

Capital Stock of Merger Sub. At Pursuant to the Effective TimeMerger, each share of common stock Common Stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock Common Stock of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common capital stock of Merger Sub issued and that is 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 of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock of the Interim Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital common stock of the Interim Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid paid, and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such Such newly issued shares shall continue to evidence ownership as of such shares the Effective Time constitute all of the issued and outstanding capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving CorporationEntity. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall continue to thereafter evidence ownership of such shares of capital common stock of the Surviving CorporationEntity.

Capital Stock of Merger Sub. At the Effective Time, each share of common stock Common Stock of Merger Sub ("Merger Sub Common 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 Common Stock of the Interim Surviving Corporation. 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 Interim Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock stock, no par --------------------------- value, of Merger Sub 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 stock, no par value, of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each share of ----------------------------- common stock of Merger Sub issued and outstanding immediately prior to the Effective Time Time, together with the related stock certificate evidencing ownership thereof, shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation. Each Corporation and a 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 Corporationthereof.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for remain outstanding, unchanged by reason of the Merger, as one validly issued, hundred (100) fully paid and nonassessable share shares of common stock of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock of Merger Sub 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 Common Stock of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub 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 of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to of common stock of the Merger Sub shall, as of the Effective Time, evidence ownership of such shares of capital common stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged exchangeable for one validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each share of ---------------------------- common stock of Merger Sub issued and outstanding immediately prior to the Effective Time Time, together with the related stock certificate evidencing ownership thereof, shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation. Each Corporation and a 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 Corporationthereof.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- share of common stock of Merger Sub Common 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 of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Equityholders, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- share of common stock Common Stock of Merger Sub 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 Common Stock of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each share of common stock --------------------------- Common Stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for the right to receive one (1) validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub 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 of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares share of capital common stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock Common Stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock the share capital of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly issued, fully paid and nonassessable share of non-assessable common stock share, par value $0.01 per share, of the Surviving Corporation. Each stock Corporation and collectively shall constitute the only outstanding shares in the share capital of the Surviving Corporation immediately after the Effective Time, and each certificate of Merger Sub evidencing ownership of any such shares immediately prior to the Effective Time shall continue to evidence ownership of such common shares of capital stock of the Surviving CorporationCorporation from and after the Effective Time.

Capital Stock of Merger Sub. At the Effective Time, --------------------------- each share of common stock of Merger Sub 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 of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each share of the common stock of Merger Sub (“Merger Sub Common 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 of the Surviving Corporation. 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub 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 capital stock of the Surviving Corporation. Each stock share 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.

Capital Stock of Merger Sub. At the Effective Time, each Each share of common capital stock of Merger Sub 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 capital stock of the Surviving Corporation. Each stock share 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.

Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub 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 of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Acquiror. 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.

Capital Stock of Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror, Merger Sub, Target or the Target Shareholders, each share of common stock Common Stock of Merger Sub 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 of the Surviving Corporation. 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.