Common use of Capital Stock of Merger Sub Clause in Contracts

Capital Stock of Merger Sub. At the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub and the Company, each share of common stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 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 the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub and the Company, each Each share of common stock, par value $0.0001 .001 per share, of Merger Sub (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.0001 .01 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares Merger Sub Common Stock shall continue to evidence ownership of such shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub and the Company, each Each share of common stock, par value $0.0001 0.001 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one 8,326,589 validly issued, fully paid and nonassessable share shares of common stock, par value $0.0001 0.001 per share, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock outstanding immediately prior to the Effective Time shall continue to evidence ownership of such shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub and the CompanyTime, each share of common stockstock of Merger Sub, par value $0.0001 per share, of share ("Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stockClass A Common Stock, par value $0.0001 0.01 per share, of the Surviving CorporationCorporation ("Surviving Corporation Common Stock"). Each stock certificate of Merger Sub evidencing ownership of any such shares Merger Sub Common Stock shall continue to evidence ownership of such shares of common stock of the Surviving CorporationCorporation Common Stock.

Capital Stock of Merger Sub. At the Effective Time and Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or Parent, Merger Sub and the Company, each share of common stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, (1) fully paid and nonassessable non-assessable share of common stock, par value $0.0001 per share, of the Surviving Corporation. Each stock certificate , so that, at the Effective Time, Parent shall be the holder of Merger Sub evidencing ownership all of any such the issued and outstanding shares shall continue to evidence ownership of such shares of common stock of the Surviving Corporation’s common stock.

Capital Stock of Merger Sub. At the Effective Time and Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub and the Companyholders thereof, each share of common stock, par value $0.0001 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share 140,000 shares of common stock, par value $0.0001 .01 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any Corporation with the same rights, powers and privileges as the shares so converted and such shares shall continue to evidence ownership of such constitute the only outstanding shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub and the CompanyTime, each share of common stock, par value $0.0001 0.001 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 0.001 per share, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub and the CompanyTime, each share of common stock, $.01 par value $0.0001 per sharevalue, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock, $.01 par value $0.0001 per sharevalue, 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 capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub and the CompanyTime, each share of common stock, $0.001 par value $0.0001 per sharevalue, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, 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 capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At Except as provided in Section 1.7(e), at the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub and the CompanyTime, each share of common stock, par value $0.0001 per share, capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stockCommon Stock, $0.001 par value $0.0001 per sharevalue, 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 share of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub and the CompanyTime, each share of common stock, $0.01 par value $0.0001 per sharevalue, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, 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 capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub and the CompanyTime, each share of common stockCommon Stock, $0.01 par value $0.0001 per sharevalue, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stockCommon Stock, $0.01 par value $0.0001 per sharevalue, 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 capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub and the Company, each Each share of common stock, par value $0.0001 .001 per share, of Merger Sub (the “Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.0001 .01 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares Merger Sub Common Stock shall continue to evidence ownership of such shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub and the Company, each Each share of common stock, par value $0.0001 0.001 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the First Step Merger Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 0.001 per share, of the First Step Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock outstanding immediately prior to the First Step Merger Effective Time shall continue to evidence ownership of such shares of common capital stock of the First Step Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub and the CompanyTime, each share of common stockCommon Stock, $.001 par value $0.0001 per sharevalue, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stockCommon Stock, $.001 par value $0.0001 per sharevalue, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Autobytel. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time and Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub and the Company, each share holder of shares of common stock, $.01 par value $0.0001 per share, of Merger Sub ("Merger Sub Common Stock"), each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time Date shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 .001 per share, 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 capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub and the CompanyTime, each share of common stockCommon Stock, $0.001 par value $0.0001 per sharevalue, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stockCommon Stock, $0.001 par value $0.0001 per sharevalue, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Autobytel. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub and the Company, each Each share of common stockCommon Stock, $.0001 par value $0.0001 per share, of Merger Sub (the "MERGER SUB COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, $.0001 par value $0.0001 per sharevalue, 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 common capital stock of the Surviving Corporation. Any shares of Merger Sub Common Stock that are (i) converted into shares of Surviving Corporation Common Stock and (ii) owned by the Parent will be cancelled at the Effective Time.

Capital Stock of Merger Sub. At the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub and the CompanyTime, each share of common stockCommon Stock, $.01 par value $0.0001 per sharevalue, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stockCommon Stock, $.01 par value $0.0001 per sharevalue, 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 capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub and the CompanyTime, each share of common stock, $0.01 par value $0.0001 per sharevalue, of Merger Sub ("Merger Sub Common Stock") ----------------------- issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stock, $0.01 par value $0.0001 per sharevalue, 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 capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub and the CompanyTime, each share of common stock, par value $0.0001 per sharepar value, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, 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 capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub and the Company, each Each share of common stock, par value $0.0001 0.001 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall at the Effective Time be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.0001 0.001 per share, of the Surviving Corporation. Each stock certificate After the Effective Time, each certificate, if any, evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock shall continue to evidence ownership of such shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub and the CompanyTime, each share of common stockCommon Stock, $0.01 par value $0.0001 per sharevalue, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stockCommon Stock, $0.01 par value $0.0001 per sharevalue, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Stratagene. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub and the CompanyTime, each share of common stock, $.01 par value $0.0001 per sharevalue, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, stock of the Surviving CorporationCompany, and the Company shall be a wholly owned subsidiary of the Millennium. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common capital stock of the Surviving CorporationCompany.

Capital Stock of Merger Sub. At the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub and the CompanyTime, each share of common stockCommon Stock, par value $0.0001 .01 per share, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.0001 .01 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 common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub and the CompanyTime, each share of common stock, par value $0.0001 .01 per share, of Merger Sub ("MERGER SUB COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 .01 per share, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time and Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub and Sub, the CompanyCompany or the holders of any of the following securities, each share of the common stock, $.01 par value $0.0001 per share, of the Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, stock of the Surviving Corporation. Each stock Corporation and each certificate of Merger Sub evidencing ownership of any such shares of Merger Sub shall continue to evidence ownership of such the same number of shares of common stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time and Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub and the CompanyMerger, each share of common stock, par value $0.0001 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 0.001 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares stock shall continue to evidence ownership of such shares of common stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub and the CompanyTime, each share of common stockCommon Stock, $.01 par value $0.0001 per sharevalue, of Merger Sub ("Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stockCommon Stock, $.01 par value $0.0001 per sharevalue, 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 capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time and Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub and Sub, the CompanyCompany or the holder thereof, each share of common stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.0001 0.001 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 the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time and by virtue of the Merger and without any action on the part of Parent, Merger Sub and the CompanyTime, each share of common stockCommon Stock, par value $0.0001 .001 per share, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.0001 .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 common capital stock of the Surviving Corporation.