Common use of Capital Stock of Merger Sub Clause in Contracts

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.

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

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, Common Stock of Merger Sub that is (the "MERGER SUB COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is (the "MERGER SUB COMMON STOCK"), issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock stock, $0.01 par value per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub 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 stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock stock, $0.01 par value per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock stock, no par value, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.0001 per share, of Merger Sub that is outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter be deemed for all purposes to evidence ownership of shares of common stock of the Surviving CorporationCorporation into which they were converted in accordance with the immediately preceding sentence.

Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.001 par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock Common Stock, $0.001 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 common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, no par value $0.01 per share, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock stock, no par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

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

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share0.001, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each issued and outstanding share of common stockstock of Merger Sub, par value $0.01 0.001 per share, of Merger Sub that is 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 stock, par value $0.001 per share, of the Surviving Corporation. Each certificate evidencing ownership of such shares of At the Effective Time, all certificates representing common stock of Merger Sub shall thereafter evidence ownership be deemed for all purposes to represent the number of shares of common stock of the Surviving CorporationCorporation into which they were converted in accordance with the immediately preceding sentence.

Capital Stock of Merger Sub. Each share of common stock, no par value $0.01 per share, of Merger Sub 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 stock, no par value per share, of the Interim Surviving Corporation, and shall constitute the only outstanding shares of capital stock of the Interim Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Interim Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stockOrdinary Share, NIS 0.01 par value $0.01 per share, of Merger Sub 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 Ordinary Share, NIS 0.01 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter immediately prior to the Effective Time shall, as of the Effective Time, evidence ownership of such shares of common stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter be deemed for all purposes to evidence ownership of shares of common stock of the Surviving CorporationCorporation into which they were converted in accordance with the immediately preceding sentence.

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

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, capital stock of Merger Sub 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, par value $0.001 per share of the Surviving Corporation ("Surviving Corporation Common Stock"), 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. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall thereafter remain outstanding and evidence ownership of shares of common stock of the Surviving CorporationCorporation Common Stock.

Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.01 par value $0.01 per share, of Merger Sub that is (the "MERGER SUB COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock Common Stock, $0.01 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.01 par value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock Common Stock, $0.01 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each At the Effective Time, each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and shall thereafter represent 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 common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be automatically converted into one validly issued, fully paid and nonassessable share of the common stock of the Surviving Corporation. Each , and thereupon each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence be deemed for all purposes to represent ownership of an equivalent number of shares of common stock of the Surviving Corporation.

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

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock par value $0.01 per share of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock stock, no par value per share, of the Surviving Corporation. Each certificate evidencing ownership of such , and shall constitute the only outstanding shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stockCommon Stock, $.001 par value $0.01 per share, of Merger Sub that is (the “MERGER SUB COMMON STOCK”) issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock Common Stock, $.001 par value, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stockCommon Stock, par value $0.01 par --------------------------- value per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock Common Stock, $0.01 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub 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 stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.001 --------------------------- par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock Common Stock, $0.001 par value, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall, as of the Effective Time, evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock Common Stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be automatically converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation and shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any shares of Merger Sub Common Stock shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01, per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation, which shall constitute the only outstanding share of common stock of the Surviving Corporation immediately following the Effective Time. From and after the Effective Time, the certificate representing shares of capital stock of Merger Sub that is outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable deemed for all purposes to represent the outstanding share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, stock of Merger Sub that is outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stockCommon Stock, par value $0.01 .01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock Common Stock, par value $.01 per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stockCommon Stock, without par value $0.01 per sharevalue, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock stock, without par value, of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub Common Stock shall thereafter evidence ownership of such shares of common stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, $0.01 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of Merger Sub that is outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, capital stock of Merger Sub that is outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation. Each certificate evidencing ownership of such shares of common capital stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stockstock of Merger Sub, no par value $0.01 per share, of share ("Merger Sub that is Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted automatically into one validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation, no par value per share. Each From and after the Effective Time, each stock certificate evidencing ownership of such shares of common stock of Merger Sub that previously represented shares of Merger Sub Common Stock shall thereafter evidence ownership of an equal number of shares of common stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stockCommon Stock, no par value $0.01 per share, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted automatically into one validly issued, fully paid and nonassessable non-assessable share of common stock stock, $.001 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub Common Stock shall thereafter evidence ownership of such shares of common stock of the Surviving Corporation.

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

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.0001 per share, of Merger Sub that is One outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Interim Surviving Corporation. Each , whereupon each certificate evidencing ownership of such shares of common stock of Merger Sub One shall thereafter evidence ownership of shares of common stock of the Interim Surviving Corporation.

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

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership , and such share shall constitute the only outstanding share of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, $.01 par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid become shares of the Surviving Corporation after the Merger and nonassessable share shall thereafter constitute all of common the issued and outstanding shares of the capital 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 common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stockCommon Stock, --------------------------- $.01 par value $0.01 per sharevalue, of Merger Sub 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 stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, $.01 par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and 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 evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.001 --------------------------- par value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock Common Stock, $0.001 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stockCommon Stock, par --------------------------- value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock Common Stock, $0.01 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock the Common Stock of Merger Sub shall thereafter evidence ownership of such shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub 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 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 common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub 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 stock, par value $0.001 per share, of the Surviving Corporation, and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stockCommon Stock, par value $0.01 per sharevalue, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock stock, no par value, of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub Common Stock shall thereafter evidence ownership of such shares of common stock of the Surviving Corporation.

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

Capital Stock of Merger Sub. Each share of common stockCommon Stock, par value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be automatically converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation and shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any shares of Merger Sub Common Stock shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common --------------------------- stock, $0.0l par value $0.01 per share, of Merger Sub 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 stock, $0.01 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of such shares of the common stock of Merger Sub shall thereafter evidence ownership of such shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stockCommon Stock, par value --------------------------- $0.01 .01 per share, of Merger Sub that is 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 Common Stock, par value $.01 per share, 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 common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.0001 per share, of Merger Sub 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 stock stock, par value $0.0001 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall, as of common stock of Merger Sub shall thereafter the Effective Time, evidence ownership of such shares of common stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par --------------------------- value $0.01 per shareshare (the "MERGER SUB COMMON STOCK"), of Merger Sub 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 of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 .01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted automatically into one validly issued, fully paid and nonassessable non-assessable share of common stock stock, par value $.01 per share, 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 common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.;

Capital Stock of Merger Sub. Each share of common stock, $0.000l --------------------------- par value $0.01 per share, of Merger Sub 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 stock, $0.0001 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of such shares of the common stock of Merger Sub shall thereafter evidence ownership of such shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 .01 per share, of Merger Sub 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 stock, par value $.01 per share, of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.

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

Capital Stock of Merger Sub. Each issued and outstanding share of the common stock, par value $.01 per share, of Acquisition Subsidiary (“Acquisition Subsidiary Common Stock”) shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of Merger Sub that is the Surviving Entity (“Surviving Entity Common Stock”). Each certificate representing outstanding immediately prior to shares of Acquisition Subsidiary Common Table of Contents Stock shall at the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership represent an equal number of shares of common stock of the Surviving CorporationEntity Common Stock.

Capital Stock of Merger Sub. Each share of common stock, no par value $0.01 per share--------------------------- value, of Merger Sub 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 stock, no par value, of the Surviving Corporation. Each certificate evidencing ownership of such shares of the common stock of Merger Sub shall thereafter evidence ownership of such shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.0001 per share, of Merger Sub that is outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each issued and outstanding share of Merger Sub’s common stock, par value $0.01 per share, of Merger Sub that is stock shall continue to be issued and outstanding immediately prior to the Effective Time and shall be converted into one share of validly issued, fully paid paid, and nonassessable share of non-assessable 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 common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub 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 stock, no par value, of the Surviving Corporation. Each certificate evidencing ownership of such shares of the common stock of Merger Sub shall thereafter evidence ownership of such shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, Common Stock of --------------------------- Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into 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 of common stock of Merger Sub shall thereafter be deemed to evidence ownership and to have been converted without necessity of further action into, such number of shares of the common capital stock of the Surviving Corporation's Class A Common Stock.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, Common Stock of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock stock, $0.01 par value, of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub Common Stock shall thereafter evidence ownership of such shares of common stock of the Surviving CorporationCorporation as of the Effective Time.

Capital Stock of Merger Sub. Each issued and outstanding share of the common stock, par value $0.001 per share, of Merger Sub ("Merger Sub Common Stock") shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation ("Surviving Corporation Common Stock"). Each certificate representing outstanding shares of Merger Sub that is outstanding immediately prior to Common Stock shall at the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership represent an equal number of shares of common stock of the Surviving CorporationCorporation Common Stock.

Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.001 par --------------------------- value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock Common Stock, $0.001 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation, and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, capital stock of Merger Sub 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 stock, par value $0.0001 per share, of the Surviving Corporation and collectively shall constitute the only outstanding shares of capital stock of the Surviving Corporation. Each Corporation and each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall thereafter evidence ownership of such shares of common stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each issued and outstanding share of common stock of Merger Sub (“Merger Sub Shares”) will be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of Merger Sub that is outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such Corporation (“Surviving Corporation Common Shares”) with the same rights, powers and privileges as shares of common stock of Merger Sub shall thereafter evidence ownership so converted. Each certificate representing Merger Sub Shares will at the Effective Time represent an equal number of shares of common stock of the Surviving CorporationCorporation Common Shares.

Capital Stock of Merger Sub. Each share of common stock, par per value $0.01 .01 per share, of Merger Sub 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 stock, par value $.01 per share, 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 common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each issued and outstanding share of common stockstock of Merger Sub shall be converted into and become one fully paid and nonassessable common share, par value $0.01 .0001 per share, of Merger Sub that is outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of representing such shares of common stock of Merger Sub shall thereafter evidence ownership from and after the Effective Time represent an equal number of shares of common stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, capital stock of Merger Sub 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 stock, par value $0.001 per share, of the Surviving Corporation and collectively shall constitute the only outstanding shares of capital stock of the Surviving Corporation. Each Corporation and each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall thereafter evidence ownership of such shares of common stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 .01 per share, of Merger Sub 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 stock stock, par value $.01 per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, $0.001 par value $0.01 per share, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock stock, $0.001 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation, and shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation. Each stock certificate evidencing representing any shares of Merger Sub Common Stock shall continue after the Effective Time to represent ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is Common 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 thereafter evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is Sub, issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of such shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.001 par value $0.01 per share, of Merger Sub that is (the "MERGER SUB COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock Common Stock, $0.001 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, capital stock of Merger Sub 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 $.01 per share of the Surviving Corporation ("Surviving Corporation Common Stock"), 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. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall thereafter remain outstanding and evidence ownership of shares of common stock of the Surviving CorporationCorporation Common Stock.

Capital Stock of Merger Sub. Each issued and outstanding share of the common stock, par value $0.01 .01 per share, of Merger Sub that is outstanding immediately prior to the Effective Time ("Merger Sub Common Stock") shall be converted into and become one validly issued, fully paid and nonassessable share of common stock stock, no par value, of the Surviving CorporationCorporation ("Surviving Corporation Common Stock"). Each certificate evidencing ownership of such representing outstanding shares of common stock of Merger Sub Common Stock shall thereafter evidence ownership at the Effective Time represent an equal number of shares of common stock of the Surviving CorporationCorporation Common Stock.

Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.01 par value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share remain outstanding as shares of common stock of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, capital stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.00001 per share, of the Surviving Company, and such converted shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving CorporationCompany.

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of Merger Sub that is outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of At the Effective Time, all certificates representing common stock of Merger Sub (if any) shall thereafter evidence ownership be deemed for all purposes to represent the number of shares of common stock of the Surviving CorporationCorporation into which they were converted in accordance with the immediately preceding sentence.

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

Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.01 par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock Common Stock, no par value per share, 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 common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stockCommon Stock, par value ---------------------------- $0.01 .01 per share, of Merger Sub that is 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 Common Stock, par value $.01 per share, 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 common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation and shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation. Each stock certificate evidencing representing any shares of Merger Sub Common Stock shall continue after the Effective Time to represent ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, stock of Merger Sub 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 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 common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stockCommon Stock, $1.00 par value $0.01 per share, of Merger Sub that is (the "MERGER SUB COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock Common Stock, $0.01 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stockCommon Stock, par value --------------------------- $0.01 .01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid paid, and nonassessable share of common stock Common Stock, par value $.01 per share, 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 common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock stock, no par value per share, of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub Common Stock shall thereafter evidence ownership of such shares of common stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each issued and outstanding share of the common stock, par value $.01 per share, of Merger Sub ("MERGER SUB COMMON STOCK") shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation ("SURVIVING CORPORATION COMMON STOCK"). Each certificate representing outstanding shares of Merger Sub that is outstanding immediately prior to Common Stock shall at the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership represent an equal number of shares of common stock of the Surviving CorporationCorporation Common Stock.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become, and shall represent, one validly issued, (1) fully paid and nonassessable share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding share of capital stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share.0001, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock stock, par value $.0001, of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub Common Stock shall thereafter evidence ownership of such shares of common stock of the Surviving Corporation.

Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.

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