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

Conversion of Capital Stock of Merger Sub. Each share of Merger Sub Common Stock (or fraction of a share of Merger Sub Common Stock) issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter represent one duly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall, upon conversion, constitute all of the issued and outstanding shares of common stock of the Surviving Corporation, so that, following the Merger, the Surviving Corporation shall be a wholly owned subsidiary of Holdings.

Conversion of Capital Stock of Merger Sub. Each At the Effective Time, each share of common stock, $0.001 par value, of Merger Sub Common Stock (or fraction of a share of “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter represent exchanged for one duly validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation and shall, upon conversion, constitute all of the issued and outstanding shares of common stock of the Surviving Corporation, so thatand, following the Mergeras a result, the Surviving Corporation shall be a wholly wholly-owned subsidiary of HoldingsBuyer. Each stock certificate evidencing ownership of any share of Merger Sub Common Stock shall evidence ownership of such share of capital stock of the Surviving Corporation.

Conversion of Capital Stock of Merger Sub. Each As of the Effective Time, by virtue of the Merger and without any action on the part of any Party or any holder of securities of Merger Sub, each share of common stock, par value $0.001 per share, of Merger Sub Common Stock (or fraction of a share of Merger Sub Common Stock) issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter represent exchanged for one duly validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall, upon conversion, constitute all of the issued and outstanding shares of common stock of the Surviving Corporation, so that, following which will be the Merger, only shares of capital stock of the Surviving Corporation issued and outstanding immediately after the Effective Time. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock shall be a wholly owned subsidiary evidence ownership of Holdingssuch shares of capital stock of the Surviving Corporation.

Conversion of Capital Stock of Merger Sub. Each At the Effective Time, by virtue of the Merger and without any action on the part of any Person, each share of common stock, par value $0.0001 per share, of Merger Sub Common Stock (or fraction of a share of Merger Sub Common Stock) issued and outstanding immediately prior to the Effective Time shall will be converted into and thereafter represent exchanged for one duly validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall, upon conversion, constitute all of the issued and outstanding shares of common stock of the Surviving Corporation, so that, following which will be the Merger, only share of capital stock of the Surviving Corporation shall be a wholly owned subsidiary issued and outstanding immediately after the Effective Time. The stock certificate of HoldingsMerger Sub evidencing ownership of any such shares of common stock will evidence ownership of such share of capital stock of the Surviving Corporation.

Conversion of Capital Stock of Merger Sub. Each share of Common Stock, par value $.001, of Merger Sub Common Stock (or fraction of a share of the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter represent one duly validly issued, fully paid and nonassessable share of common stock, par value $0.01 .001 per share, of the Surviving Corporation and shall, upon conversion, constitute all Corporation. Each certificate evidencing ownership of the issued and outstanding shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of the Surviving Corporation, so that, following the Merger, the Surviving Corporation shall be a wholly owned subsidiary of Holdings.