Common use of Capital Stock of Sub Clause in Contracts

Capital Stock of Sub. Each share of Common Stock of 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 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 Sub. Each share of Common Stock common stock of 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 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 Sub. Each share of Common Stock capital stock of 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 capital stock of the Surviving Corporation. Each stock certificate of 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 Sub. Each share of Common Stock of Sub common stock, no par value per share, issued and outstanding immediately prior to before the Effective Time shall Time, will be converted into and exchanged for one validly issued, fully paid paid, and nonassessable share of Surviving Corporation common stock (“Surviving Corporation Common Stock of Stock”), with the Surviving Corporation. Each stock certificate of Sub evidencing ownership of any such shares shall continue to evidence ownership share of such shares of capital stock of the Surviving CorporationCorporation Common Stock.

Capital Stock of Sub. Each 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 Stock capital stock of 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 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 Sub. Each share of Common Stock of Sub issued and outstanding immediately prior to the Effective Time share of capital stock of Sub shall be converted into and exchanged for become one validly issued, fully paid and nonassessable non-assessable share of Target Common Stock of the Surviving CorporationStock. Each stock certificate of 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 Sub. Each share of Common Stock the capital stock of 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 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 Sub. Each share of Common Stock of 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 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 Sub. Each share of Common Stock of Sub issued and outstanding share of common stock, par value $0.001 per share, of Sub 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 $0.001 per share, of the Surviving Corporation, and the Surviving Corporation shall be a wholly owned subsidiary of Parent or of a wholly owned subsidiary of Parent. Each stock certificate of Sub evidencing ownership of any such shares shall continue to of common stock of Sub shall, following the Merger, evidence ownership of such the same number of shares of capital common stock of the Surviving Corporation.

Capital Stock of Sub. Each share of Common Stock common stock, $.0001 par value per share, of 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, no par value, of the Surviving Corporation. Each stock certificate of 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 Sub. Each issued and outstanding share of Common Stock capital stock of 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 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 Sub. Each At the Effective Time, each share of Sub Common Stock of 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 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 Sub. Each share of Common Stock the common stock, no par value per share, of 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 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 Sub. Each share of Common Stock common stock of 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 common stock of the Surviving Corporation. Each stock certificate of Sub evidencing ownership of any such shares of common stock of Sub shall continue to thereafter evidence ownership of such shares of capital common stock of the Surviving Corporation.

Capital Stock of Sub. Each share of Common Stock common stock of 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 non-assessable share of Common Stock common stock, par value $0.01, of the Surviving Corporation. Each stock certificate of 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 Sub. Each share of Common Stock common stock of 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 share of capital stock certificate of 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 Sub. Each share of Common Stock of Sub issued and outstanding immediately prior to share of the Effective Time common stock, no par value, of Sub ("Sub Common Stock") shall be converted into and exchanged for become one validly issued, fully paid and nonassessable share of Common Stock common stock, no par value, of the Surviving CorporationCorporation ("Surviving Corporation Common Stock"). Each stock certificate representing outstanding shares of Sub evidencing ownership Common Stock shall at the Effective Time represent an equal number of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving CorporationCorporation Common Stock.

Capital Stock of Sub. Each share of Common Stock of Sub All issued and outstanding immediately prior shares of capital stock of Sub shall continue to the Effective Time be issued and outstanding and shall be converted into and exchanged for one validly issued, fully paid and nonassessable share 1,000 shares of Common Stock of the Surviving Corporation. Each stock certificate of Sub evidencing ownership of any such shares shall continue to thereafter evidence ownership of such shares of capital stock of the Surviving CorporationCorporation into which such shares of stock of Sub have converted.

Capital Stock of Sub. Each share In the event of Common Stock of Sub a Forward Merger, each issued and outstanding immediately prior to the Effective Time share of capital stock of Sub shall be converted into and exchanged for remain as one validly issued, fully paid and nonassessable share of Common Stock, no par value, of the Surviving Corporation. Notwithstanding the foregoing, in the event of a Reverse Merger, then each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and non-assessable share of Common Stock of the Surviving Corporation. Each stock certificate of 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 Sub. Each share of Common Stock of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully fully-paid and nonassessable non-assessable share of Common Stock of the Surviving Corporation. Each stock certificate of Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation's Common Stock.

Capital Stock of Sub. Each share of Common Stock of Sub All issued and outstanding immediately prior shares of capital stock of Sub shall continue to the Effective Time be issued and outstanding and shall be converted into and exchanged for one validly issued, fully paid and nonassessable share 1,000 shares of Common Stock of the Surviving Corporation. Each stock certificate of 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 Sub. Each 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 Stock capital stock of 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 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 Sub. Each share of Common Stock of Sub issued and outstanding immediately prior to the Effective Time share of -------------------- capital stock of Sub shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock Stock, $.001 par value, of the Surviving Corporation. Each stock certificate of 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 Sub. Each share of Common Stock of 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 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 Sub. Each share of Common Stock common stock, $.001 par value per share, of 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, no par value per share, of the Surviving Corporation. Each stock certificate of 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 Sub. Each share of Common Stock of Sub the Company -------------------- 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 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 Sub. Each share of Common Stock of Sub issued and outstanding immediately prior to the Effective Time share of -------------------- capital stock of Sub 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 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 Sub. Each share of Common Stock of Sub issued and outstanding immediately prior to the Effective Time share of -------------------- capital stock of Sub 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. Each stock certificate of Sub evidencing ownership of any such shares shall continue to thereafter evidence ownership of such shares of capital common stock of the Surviving Corporation.

Capital Stock of Sub. Each At the Effective Time, each share of Common Stock of 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 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 Sub. Each share of Common Stock common stock of 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 Sub evidencing ownership of any such shares shall 7 13 continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Sub. Each issued and outstanding share of Common Stock capital stock of 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 the common stock, par value $0.0001 per share, of the Surviving Corporation. Each stock certificate of Sub evidencing ownership of any such shares Corporation and shall continue to evidence ownership of such constitute the only shares of capital stock of the Surviving Corporation outstanding immediately after the Effective Time. Each certificate evidencing ownership of such shares of common stock of Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.

Capital Stock of Sub. Each share of Common Stock capital stock of 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 Sub, be converted into and exchanged for become one validly issued, fully paid and nonassessable share of Common Stock common stock of the Surviving Corporation (and the shares of Surviving Corporation into which the shares of Sub capital stock are so converted shall be the only shares of the Surviving Corporation’s capital stock that are issued and outstanding immediately after the Effective Time). Each stock certificate of Sub evidencing ownership of any such shares shall continue to of Sub common stock will evidence ownership of such shares of capital common stock of the Surviving Corporation.

Capital Stock of Sub. Each share of Common Stock of 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 First-Step Corporation. Each stock certificate of Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving First-Step Corporation.

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

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

Capital Stock of Sub. Each share of Common Stock of 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 membership interest of the Surviving CorporationEntity. Each stock certificate of Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock membership interests of the Surviving CorporationEntity.

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

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

Capital Stock of Sub. Each share of Common Stock of Sub issued and outstanding immediately prior to share of the Effective Time common stock, no par value, of Sub (“Sub Common Stock”) shall be converted into and exchanged for become one validly issued, fully paid and nonassessable share of Common Stock common stock, par value $.001 per share, of the Surviving CorporationCorporation (“Surviving Corporation Common Stock”). Each stock certificate representing outstanding shares of Sub evidencing ownership Common Stock shall at the Effective Time represent an equal number of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving CorporationCorporation Common Stock.

Capital Stock of Sub. Each At the Effective Time, each share of common stock of Sub, par value $0.0001 per share ("Merger Sub Common Stock of Sub 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 $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 capital stock of the Surviving CorporationCorporation Common Stock.

Capital Stock of Sub. Each share of Common Stock common stock, par value $0.001 per share, of 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 common stock of the Surviving Corporation. Each stock certificate of Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital common stock of Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.

Capital Stock of Sub. Each share of Common Stock the common stock, par value $.01 per share, of Sub issued and outstanding immediately prior to the Effective Time ("Sub Common Stock") shall be converted into and exchanged for become one validly issued, fully paid and nonassessable share of Common Stock common stock, par value $.01 per share, of the Surviving CorporationCorporation ("Surviving Corporation Common Stock"). Each stock certificate representing outstanding shares of Sub evidencing ownership Common Stock shall at the Effective Time represent an equal number of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving CorporationCorporation Common Stock.

Capital Stock of Sub. Each At the Effective Time, each share of Common Stock common stock of 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 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 Sub. Each share of Common Stock common stock of 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 common stock of the Surviving Corporation. Each stock certificate of 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 Sub. Each share of Common Stock common stock, par value $.01 per share, of Sub ("Sub Common Stock"), issued and outstanding immediately prior to the Effective Time shall be converted into remain outstanding and exchanged for one validly issuedbecome, fully paid at the Effective Time, the issued and nonassessable share of Common Stock outstanding capital stock of the Surviving Corporation. Each stock Following the Effective Time, each certificate of Sub evidencing ownership of any such shares of common stock of Sub shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

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

Capital Stock of Sub. Each share of Common Stock common stock, no par value per share, of 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, no par value per share, of the Surviving Corporation. Each stock certificate of Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.. (d)

Capital Stock of Sub. Each share of Common Stock the capital stock of 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 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 Sub. Each share of Common Stock of the 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 Corporationremain outstanding. Each stock certificate of the 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 Sub. Each share of Common Stock common stock, no par value, -------------------- of 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, no par value, of the Surviving Corporation. Each stock certificate of 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 Sub. Each share of Common Stock Stock, $.001 par value -------------------- per share, of 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, $.001 par value per share, of the Surviving Corporation. Each stock certificate of 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 Sub. Each share of Common Stock capital stock of 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 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 Sub. Each share of Common Stock common stock of 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 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 Sub. Each share of Common Stock capital stock of Sub that is issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without further action on the part of the sole shareholder of Sub, be converted into and exchanged for one validly issued, fully paid and nonassessable share become 100 shares of Common Stock common stock of the Surviving Corporation, and the shares of Surviving Corporation into which the shares of Sub capital stock are so converted shall be the only shares of the Surviving Corporation’s capital stock that are issued and outstanding immediately after the Effective Time. Each stock certificate of Sub evidencing ownership of any such shares of Sub common stock shall continue to evidence ownership of such shares of capital common stock of the Surviving Corporation.

Capital Stock of Sub. Each share of Common Stock of the 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 Corporationremain outstanding. Each stock certificate of the 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 Sub. Each At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Sub, the Company or holders of any of the capital stock of Sub, each share of Common Stock of 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 Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.