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

Conversion of Merger Sub Capital Stock. 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 newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or any holder of shares of Merger Sub capital stock, each share of Merger Sub capital 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 Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, capital stock of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Surviving Corporation. From and after the Effective Time, all certificates representing shares of capital stock of Merger Sub shall be deemed to represent for all purposes the number of shares of the common stock of the Surviving CorporationCorporation into which they were converted in accordance with the immediately preceding sentence.

Conversion of Merger Sub Capital Stock. 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 newly issued, (1) fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation and constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or any holder of shares of Merger Sub capital stock, each share of Merger Sub capital stock shall be converted into and become one fully paid and nonassessable 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 newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value of $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, (1) fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation and constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will be converted into and become one newly issued, fully paid and non-assessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid paid, and non-assessable share of common stock stock, par value $0.0001 per share, of the First-Step Surviving CorporationCompany.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of capital stock of Merger Sub issued and outstanding immediately before the Effective Time shall be converted into and become one fully paid and non-assessable 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 newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation.;

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value of $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, (1) fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation and constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one newly issued, (1) fully paid and non-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation and constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will automatically be canceled and converted into and become one newly issued, fully paid and non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share As of common stockthe -------------------------------------- Effective Time, par value $0.01 per share, by virtue of the Merger and without any further action on the part of the holder of shares of Merger Sub Common Stock, each issued and outstanding immediately prior to the Effective Time share of Merger Sub Common Stock shall be converted into and become one newly issued, fully paid and non-assessable nonassessable share of common stock Common Stock, par value $0.0001 per share, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share As of common stockthe Effective Time, par value $0.01 per share, of Merger Sub each issued and outstanding immediately prior to share of capital stock of the Effective Time shall Merger Sub will be converted into and become one newly validly issued, fully fully-paid and non-assessable share of common stock stock, $0.001 par value, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. 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 newly issued, (1) fully paid and non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become thereafter represent one newly validly issued, fully paid and non-assessable nonassessable share of common stock, no par value, of the Surviving Corporation with the same rights, powers and privileges as the share so converted, and the shares so converted shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. 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 newly validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation (and the shares of the Surviving Corporation into which the shares of Merger 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).

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, Common Stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one newly and validly issued, fully paid and non-assessable nonassessable share of common stock Common Stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stockshare, no 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 (1) newly issued, fully paid and non-assessable common share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and non-assessable share of common stock stock, no par value, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. 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 newly issued, fully paid and non-assessable share of common stock Membership Interest of the Surviving CorporationEntity.

Conversion of Merger Sub Capital Stock. 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 newly issued, fully paid and non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into one share of the common stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of the Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid paid, and non-assessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock stock, par value $.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, $1.00 par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one newly issued1,000 fully paid, fully paid and non-assessable share shares of common stock, $1.00 par value per share, of the Surviving Corporation and shall constitute the only issued or outstanding shares of capital stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, without par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock stock, without par value, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become one newly issued, (1) fully paid and non-assessable share of common stock stock, par value $0.0001 per share, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stockAt the Effective Time, par value $0.01 per share, of each Merger Sub Share issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, 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 newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation. Each certificate representing outstanding shares of Merger Sub common stock shall at the Effective Time represent an equal number of shares of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stockThe 100 shares, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one 100 newly issued, fully paid and non-assessable share shares of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub Share issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving CorporationEntity.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into remain outstanding and become shall represent one newly (1) validly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. 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 newly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly (1) validly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value of $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, (1) fully paid and non-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation and constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, capital stock of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation. From and after the Effective Time, all certificates representing shares of capital stock of Merger Sub shall be deemed to represent for all purposes the number of shares of the common stock of the Surviving CorporationCorporation into which they were converted in accordance with the immediately preceding sentence.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value of $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, (1) fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation and constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly validly issued, fully paid and non-assessable nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will automatically be converted into and become one newly issued, fully paid and non-assessable share of common stock stock, par value $0.01 of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one newly (1) validly issued, fully paid and non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly validly issued, fully paid and non-assessable nonassessable share of common stock, $0.001 par value per share, of the Surviving Company, and such converted shares shall constitute the only outstanding shares of capital stock of the Surviving CorporationCompany.

Conversion of Merger Sub Capital Stock. Each common 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 will automatically be converted into and become one newly issued, fully paid and non-assessable (1) common share of common stock representing one membership interest of the Surviving CorporationCompany.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, $0.01 par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one newly issued(1) fully paid, fully paid and non-assessable share of common stock, $0.001 par value per share, of the Surviving Corporation and shall constitute the only issued or outstanding shares of capital stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will be converted into and become one newly issued, fully paid and non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 US$0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, no 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 newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Company Merger Effective Time shall be converted into and become one newly issued, (1) fully paid and non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any shares of common stock shall continue to evidence ownership of such share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share As of common stockthe Effective Time, par value $0.01 per share, of Merger Sub each issued and outstanding immediately prior to share of capital stock of the Effective Time shall Merger Sub will be converted into and become one newly validly issued, fully fully-paid and non-assessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. 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 newly issued, fully paid and non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each As of the -------------------------------------- Effective Time, by virtue of the Merger and without any further action on the part of the holder of shares of Merger Sub Common Stock, each issued and outstanding share of common stockMerger Sub Common Stock shall be converted into and become one fully paid and nonassessable 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 newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, capital stock of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become one newly validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Surviving Corporation (“Surviving Corporation Stock”), and all such shares together with any shares issued in respect of Converted Shares pursuant to Section 2.1(b) shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. 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 newly issued, fully paid and non-assessable share of common stock of the Surviving CorporationEntity.

Conversion of Merger Sub Capital Stock. Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to before the Effective Time shall automatically be converted into and become one newly issued, fully paid and non-assessable share of common stock, no par value, of the Surviving Corporation such that, after giving effect to Section 2.1(b) hereof, Parent shall be the holder of all of the issued and outstanding shares of common stock of the Surviving CorporationCorporation immediately following the Merger.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.00001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation, and such common stock of the Surviving Corporation issued upon such conversion shall constitute all of the issued and outstanding capital stock and equity interests of the Surviving Corporation immediately following the Effective Time.

Conversion of Merger Sub Capital Stock. Each share All shares of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become one newly a number of validly issued, fully paid and non-assessable share shares of common stock stock, par value $0.01 per share, of the Surviving CorporationCorporation equal to the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time (other than Rollover Shares and Canceled Shares) (assuming conversion of all Series B Preferred Stock into Common Stock).

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall 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.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become shall thereafter represent one newly (1) validly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. 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 be exchanged for one newly and validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, stock of Merger Sub (“Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time by virtue of the Merger and at the Effective Time and without further action of the part of any holder thereof shall be converted into and become one newly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving CorporationGoSolutions Common Stock.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving CorporationAlliqua Common Stock.

Conversion of Merger Sub Capital Stock. Each common 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 (1) newly issued, fully paid and non-assessable common share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, no 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 newly issued, (1) fully paid and non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, The capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, a like number of fully paid and non-assessable share shares of common capital stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each issued and outstanding share of common stock, par value $0.01 per share, capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, (1) fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation. From and after the Effective Time, each outstanding certificate theretofore representing shares of Merger Sub common stock shall be deemed for all purposes to evidence ownership of and to represent the number of shares of Surviving Corporation common stock into which such shares of Merger Sub common stock shall have been converted.

Conversion of Merger Sub Capital Stock. Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become thereafter represent one newly validly issued, fully paid and non-assessable nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.00001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding following the required assignment described in Section 9.11 and immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, capital stock of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become one newly issued, fully paid and non-non- assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share As of common stockthe Effective -------------------------------------- Time, par value $0.01 per share, by virtue of the Merger and without any further action on the part of the holders of any shares of Merger Sub Common Stock, each issued and outstanding immediately prior to the Effective Time share of Merger Sub Common Stock shall be converted into and become one newly issued, fully paid and non-assessable nonassessable share of common stock Common Stock, par value $0.001 per share, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. 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 newly issued, fully paid paid, and non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one newly issued, fully paid and non-assessable share of common stock stock, par value $.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, stock -------------------------------------- of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one newly and validly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, no 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 newly and validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 .01 per share, of the Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. 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 newly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation (and such shares of the Surviving Corporation into which the shares of Merger 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).

Conversion of Merger Sub Capital Stock. Each share of common stock, par value of $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, (1) fully paid and non-assessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, capital stock of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become one newly issued, (1) fully paid and non-assessable share of common stock of the Surviving Corporation and shall constitute the only outstanding shares of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 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 newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving CorporationCompany.

Conversion of Merger Sub Capital Stock. Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock stock, no par value, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. 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 newly issued(1) fully paid, fully paid and non-assessable nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted automatically into and become one newly (1) validly issued, fully paid and non-assessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time Common Stock shall be converted into and become one newly issued, fully paid and non-assessable nonassessable share of common stock stock, $0.01 par value per share, of the Surviving Corporation.

Conversion of Merger Sub Capital Stock. Each share of common stockThe 100 shares, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one 100 newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.