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

Conversion of Merger Sub Common Stock. At the Effective Time, 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 one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stockCommon Stock, $0.0001 par value $0.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At Each of the Effective Time, each share shares 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 one fully paid become shares of the Surviving Corporation after the Merger and nonassessable share shall thereafter constitute all of common stock, par value $0.01 per share, the issued and outstanding shares of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each 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 automatically converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. 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 0.001 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 $0.01 0.001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of stock of the Surviving Corporation. No capital stock of the Merger Sub will be issued or used in the Merger.

Conversion of Merger Sub Common Stock. At the Effective Time, each 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 validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each 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 will automatically be converted into one fully paid and nonassessable non-assessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, $.01 par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will be converted automatically into one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. 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 validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of stock of the Surviving Corporation. No capital stock of the Merger Sub will be issued or used in the Merger.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 0.0001 per share, of Merger Sub (a “Merger Sub Share”) issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, a membership interest of the Surviving CorporationCompany, and following the Effective Time, the membership interests of the Company that have been converted Merger Sub Shares shall be the only membership interests of the Company.

Conversion of Merger Sub Common Stock. At the Effective Time, each 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 one fully paid and nonassessable non-assessable share of common stock, $0.01 par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each 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 one fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stockstock of Merger Sub, par value $0.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stockstock of the Surviving Company, par value $0.01 0.0001 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, $0.001 par value $0.01 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation and those shares of the Surviving Corporation shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, stock of the Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any further action on the part of the holder thereof, be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each 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 exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each issued and outstanding share of common stock, par value $0.01 per sharepar value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stockstock of the Surviving Corporation with the same rights, par value $0.01 per share, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one (1) fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At Each of the Effective Time, each share shares 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 of the Merger shall be converted into one fully paid and nonassessable share 1,000 shares of common stock, par value $0.01 per share, stock of the Surviving Corporation, without par value.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stockCommon Stock, $0.001 par value $0.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each issued and outstanding share of common stock, $0.0001 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 fully paid and nonassessable share of common stockstock of the Surviving Corporation with the same rights, par value $0.01 per share, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. 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, 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 non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stockstock of Merger Sub, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Impax Merger Effective Time shall be converted into one fully paid and nonassessable share of common stockstock of the Surviving Company, par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 0.001 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Capital Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, 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 shall represent one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, 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 shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share0.01, of the Surviving CorporationEntity.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Merger Effective Time shall be automatically converted into one duly authorized and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At Each of the Effective Time, each share shares 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 of the Merger shall be converted into one fully paid and nonassessable share 1,000 shares of common stock, par value $0.01 per share, stock of the Surviving Corporation, $1.00 par value per share.

Conversion of Merger Sub Common Stock. At the Effective Time, 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 will be converted automatically into one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each 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 validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stockstock of Merger Sub, par value $0.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stockstock of the Surviving Company, par value $0.01 0.001 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each 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 validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each 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 one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, share par value of the Surviving Corporation. Such share will thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stockstock of Merger Sub, par value $0.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted at the Effective Time into one validly issued, fully paid and nonassessable share of common stockstock of the Surviving Corporation, par value $0.01 0.0001 per share, and such shares will constitute the only outstanding equity interests of the Surviving CorporationCorporation following the Merger.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 0.10 per share, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one remain outstanding as a val- idly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or any other Person, 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 one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, of the Surviving CorporationEntity.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stockstock of Merger Sub, par value $0.01 per share, of share (“Merger Sub Common 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 the common stock, par value $0.01 per share, stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall from and after the Effective Time evidence ownership of the same number of shares of capital stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stockEach ordinary share, par value $US$0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will be converted into one fully paid and nonassessable share of common stocknon-assessable ordinary share, US$0.01 par value $0.01 per share, of the Surviving CorporationCorporation and the Register of Members of the Company shall be updated to reflect such issuance of ordinary shares of the Surviving Corporation to each holder of shares of Merger Sub.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of Merger Sub common stock, par value $0.01 0.001 per share, of share ("Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of Company as the Surviving Corporation.

Conversion of Merger Sub Common Stock. 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 validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 0.001 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. 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 .01 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 $0.01 .001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each issued and outstanding 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 one fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving CorporationCorporation ("Surviving Corporation Common Stock").

Conversion of Merger Sub Common Stock. At the Effective Time, each 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 validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 0.10 per share, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one remain outstanding as a validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and those shares of the Surviving Corporation shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each 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 one fully paid and nonassessable (1) share of common stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Capital Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each issued and outstanding 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) fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time Time, shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall, as of the Effective Time, evidence ownership of such shares of common stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each issued and outstanding 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 automatically converted into and become one (1) fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per sharepar value, of Merger Sub (the “Merger Sub Common Stock”) that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per sharepar value, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub common stock are so converted shall be the only shares of the Surviving Corporation that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, $0.001 par value $0.01 per share, of the Surviving CorporationCompany and the shares of the Company into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid paid, and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation with the same rights, powers, and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each outstanding share of common stock, par value $0.01 per share, of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable non-assessable share of the common stock, US$0.01 par value $0.01 per share, of the Surviving Corporation. Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, $0.001 par value $0.01 per share, of Merger Sub (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation and those shares of the Surviving Corporation shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stockstock of Merger Sub, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the DK Merger Effective Time shall be converted into one fully paid and nonassessable share of common stockstock of the Surviving Company, par value $0.01 0.001 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable non-assessable share of common stockCommon Stock, par value $0.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Capital Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of Merger Sub common stock, par value $0.01 0.0001 per share, of share ("Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of BRE as the Surviving Corporationsurviving corporation in the Merger.

Conversion of Merger Sub Common Stock. At the Effective Time, subject to the terms and conditions of this Agreement, by virtue of the Merger and without any further action on the part of the Parties, each share of Merger Sub’s 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 one fully paid and nonassessable share of common stock, par value $0.01 per share, exchanged for a membership interest of the Surviving CorporationCompany.

Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each issued and outstanding 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 (1) fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, $0.001 par value $0.01 per share, of Oncolix and the Surviving Corporationshares of Oncolix into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Oncolix Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each 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 validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, 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 one (1) fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, 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 Time, shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall, as of the Effective Time, evidence ownership of such shares of common stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, stock par value $0.01 per share, share of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one duly authorized, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving CorporationKeySpan Common Stock.

Conversion of Merger Sub Common Stock. At the Effective Time, subject to the terms and conditions of this Agreement, by virtue of the Merger and without any further action on the part of the Parties, each share of Merger Sub’s 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 exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving CorporationCompany.

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

Conversion of Merger Sub Common Stock. At the Effective Time, each share by virtue of the Merger and without any action on the part of the holder thereof, all shares 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 one and become 1,000,000 validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, Company Common Shares of the Surviving CorporationCompany and 1,675,000 validly issued, fully paid and nonassessable Company Preferred Shares of the Surviving Company.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.10 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, stock of the Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any further action on the part of the holder thereof, be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each 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 (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stockstock of Merger Sub, par value $0.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted at the Effective Time into one validly issued, fully paid and nonassessable share of common stockstock of the Surviving Entity, par value $0.01 0.0001 per share, and such shares will constitute the only outstanding equity interests of the Surviving CorporationEntity following the Merger.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stockthe Common Stock, par value $0.01 .01 per share, of Merger Sub that is issued and outstanding immediately prior to at the Effective Time shall be converted into thereafter represent one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, Common Stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, Time each share of common stock, par value $0.01 per 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 .0001 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent as the sole stockholder of Merger Sub, each issued and outstanding 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 one fully paid and nonassessable share of common stock, $0.01 par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, stock par value $0.01 per share, share of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one duly authorized, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving CorporationKeySpan Common Stock.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, stock of Merger Sub (the “Merger Sub Common Stock”) that is issued and outstanding immediately prior to the Effective Time shall will be converted into one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per sharepar value, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each 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 be exchanged for one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stockstock of Merger Sub, par value $0.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically converted at the Effective Time into one validly issued, fully paid and nonassessable share of common stockstock of the Surviving Corporation, par value $0.01 0.0001 per share, and such shares will constitute the only outstanding equity interests of the Surviving CorporationCorporation following the Merger.

Conversion of Merger Sub Common Stock. At the Effective Time, each 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 one fully paid and nonassessable non-assessable share of common stock, $0.10 par value $0.01 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stockCommon Stock, $0.00001 par value $0.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Capital Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each 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 one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. From and after the Effective Time, all certificates representing shares of common stock of Merger Sub will be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 0.001 per share, of the Surviving Corporation, and the shares of Common Stock of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, 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 shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share0.33 1/3, of the Surviving CorporationEntity.

Conversion of Merger Sub Common Stock. At and as of the Effective Time, 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 fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 1.00 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one remain outstanding as a validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each 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 be exchanged for one (1) newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 0.0001 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Capital Stock that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each 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 one fully paid and nonassessable share of common stock, par value $0.01 per share, of redeemed by the Surviving CorporationEntity for the sum of one dollar ($1.00).

Conversion of Merger Sub Common Stock. At the Effective Time, each 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 will automatically be converted into one fully fully-paid and nonassessable non-assessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, without the need for any further action by any Person, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, $0.0001 par value $0.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of common stock of the Surviving Corporation that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, 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 shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common ------------------------------------- stock, par value $0.01 0.10 per share, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one remain outstanding as a validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, Date each share of common stock, par value $0.01 per share, of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time Date shall be converted into and thereafter represent one duly issued, fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each 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 fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation, with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub common stock are so converted shall be the only shares of common stock of the Surviving Corporation that are issued and outstanding immediately after the Effective Time.

Conversion of Merger Sub Common Stock. At the Effective Time, each 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 one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each 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 one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.

Conversion of Merger Sub Common Stock. At the Effective Time, each 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 one fully paid and nonassessable share of the common stock, par value $0.01 per share, stock of the Surviving CorporationCompany.