Common use of Merger Sub Common Stock Clause in Contracts

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

Merger Sub Common Stock. At the Effective Time, each Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one (1) newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

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”) Stock issued and outstanding immediately prior to the Effective Time shall at the Effective Time be automatically converted into and become one fully paid and nonassessable share of common stock, no par value $0.01 per sharevalue, of the Interim Surviving CorporationCompany.

Merger Sub Common Stock. At and after the Effective Time, each share of the common stock, no par value $0.01 per sharevalue, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, no par value $0.01 per sharevalue, of the Surviving CorporationEntity.

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

Merger Sub Common Stock. At the Effective Time, each Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

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

Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Capital One, Discover, Merger Sub or any holder of securities thereof, each share of the 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 one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving CorporationCompany.

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

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

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

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

Merger Sub Common Stock. At and after the Effective Time, each share of common stockstock of Merger Sub, without 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 one fully paid and nonassessable share of common stock, without par value $0.01 per sharevalue, of the Surviving CorporationCompany.

Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 $0.0001 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall at the Effective Time be automatically converted into and become one fully paid and nonassessable share of common stock, no par value $0.01 per sharevalue, of the Interim Surviving CorporationEntity.

Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 0.0001 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of any holder thereof, be automatically converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation, and all such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

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 Effective Time shall be automatically converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

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

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

Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent or the Company, each share of the common stock, par value $0.01 .01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.

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 Effective Time shall shall, by virtue of the Merger and without any action on the part of any holder thereof, be automatically 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 all such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Merger Sub Common Stock. At the Effective Time, 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 Effective Time shall shall, by virtue of the Merger and without any action on the part of Parent or Merger Sub, be automatically converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving CorporationCorporation (which shares shall not be deemed to be shares of Company Common Stock outstanding immediately prior to the Effective Time for purposes of this Agreement).

Merger Sub Common Stock. At the Effective TimeTime and without any action on the part of Parent as the sole shareholder of Merger Sub, each share of common stock, par value $0.01 per share, of Merger Sub (the “Merger Sub Common Stock”) that is 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, $0.01 par value $0.01 per share, of the Surviving Corporation.

Merger Sub Common Stock. At and after the Effective Time, each share of common stockstock of Merger Sub, par value $0.01 1.00 per share, of Merger Sub share (the “Merger Sub Common Stock”) ), issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, Company Class A Common Stock of the Surviving CorporationCompany.

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 Effective Time shall be automatically converted into and become one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

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”) Stock issued and outstanding immediately prior to the Effective Time Time, shall automatically be automatically converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving CorporationCompany.

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 Effective Time as a result of the Merger shall be automatically converted into one newly and validly issued, fully paid and nonassessable share of common stockstock of the Surviving Corporation so that, par value $0.01 per shareafter the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation’s common stock.

Merger Sub Common Stock. At the Effective Time, each share of common stockCommon Stock, par value $0.01 0.0001 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stockCommon Stock, par value $0.01 0.0001 per share, of the Surviving Corporation.

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 (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.

Merger Sub Common Stock. At Each of the Effective Time, each share 22,500 shares of the common stock, par value $0.01 100.00 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid remain issued and nonassessable share outstanding immediately after the Effective Time and shall constitute all of common stock, par value $0.01 per share, the issued and outstanding shares of the Surviving CorporationBank.

Merger Sub Common Stock. At and after the Effective Time, each share of common stockstock of Merger Sub, no par value $0.01 per share, of Merger Sub share (the “Merger Sub Common Stock”) ), issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, no par value $0.01 per share, of the Surviving CorporationCompany.

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

Merger Sub Common Stock. At the Effective Time, each share All shares 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 will 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 CorporationCompany.

Merger Sub Common Stock. At the First Effective Time, by virtue of the First Merger and without any action on the part of Acquiror or Merger Sub, 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 Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the First-Step Surviving CorporationCompany.

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 before the Effective Time shall be automatically converted into thereafter represent one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

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 Stock outstanding immediately prior to on the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be automatically converted into and be one fully paid and nonassessable share of the common stock, $0.001 par value $0.01 per sharevalue, of the Surviving Corporation.

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 Effective Time shall be automatically converted into one remain issued, outstanding and unchanged as a validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving CorporationSurvivor at the Effective Time.

Merger Sub Common Stock. At and after the Effective Time, each share of common stockstock of Merger Sub, no par value $0.01 per share, of Merger Sub share (the “Merger Sub Common Stock”) ), issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Merger Sub Common Stock. At and after the Effective Time, each share of common stock, par value $0.01 0.0001 per share, of Merger Sub (“Merger Sub Common Stock”) Sub, or its assignee successor, issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 1.00 per share, of the Surviving CorporationEntity.

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

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

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 Effective Time shall be automatically converted convert, on a one-for-one basis, into one fully paid and nonassessable share of common stock, par value $0.01 1.00 per share, of the Surviving CorporationEntity.

Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of EMCC or the Company, each share of the common stock, par value $1.00 per share, of Merger Sub shall be converted into one share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 1.00 per share, of the Surviving Corporation.

Merger Sub Common Stock. At the Effective Time, each Each share of common stock, no par value $0.01 per share, of Merger Sub (“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, no par value $0.01 per share, of the Surviving Corporation.

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

Merger Sub Common Stock. At the Effective Time, each Each share of common stockCommon Stock, par value $0.01 0.0001 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one fully paid validly issued, fully-paid, and nonassessable non-assessable share of common stockCommon Stock, par value $0.01 0.0001 per share, share of the Surviving Corporation.

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

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 Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation.

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 Effective Time shall shall, by virtue of the Merger and without any action on the part of any holder thereof, be automatically converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 1.00 per share, of the Surviving Corporation, and all such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, stock of Merger Sub (“Merger Sub Common Stock”) that is issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one (1) validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Merger Sub Common Stock. At and after the Effective Time, each share of common stockMerger Sub, without 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 one fully paid and nonassessable share of common stock, without par value $0.01 per sharevalue, of the First Merger Surviving Corporation.

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

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

Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of the Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable (1) share of common stock, par value $0.01 per share, of the Surviving Corporation.

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”) that is issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Merger Sub Common Stock. At Each share of common stock of Merger Sub that is issued and outstanding as of the Effective TimeTime shall, each by operation of Law and by virtue of the Merger, be converted into a validly issued, fully paid and non-assessable share of common stock, $0.0001 par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per sharevalue, of the Surviving Corporation, and such common stock of the Surviving Corporation will constitute all of the issued and outstanding shares of capital stock of the Surviving Corporation immediately following the Effective Time.

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 Effective Time shall be automatically converted into one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation. Such newly issued shares shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation.

Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into one validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.

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 Effective Time shall shall, by virtue of the Merger and without any action on the part of any holder thereof, be automatically converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 .01 per share, of Merger Sub (“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 non-assessable share of common stock, par value $0.01 .01 per share, share of the Surviving Corporation.

Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and Stock outstanding immediately prior to the Effective Time shall will be automatically converted into and become one validly issued, fully paid and nonassessable share of common stockClass A Common Stock, $1.00 par value $0.01 per sharevalue, of the Surviving CorporationEntity.

Merger Sub Common Stock. At the Effective Time, each share of common stock, no par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.

Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 1 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving CorporationCorporation (“Surviving Corporation Stock”).

Merger Sub Common Stock. At the Effective TimeTime and on the terms and subject to the conditions of this Agreement, each share of common stockCommon Stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, or the Company, be automatically converted into one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, stock of the Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, exchanged for a limited liability company interest of the Initial Surviving CorporationCompany.

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 Effective Time shall be automatically converted into one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Merger Sub Common Stock. At the Effective TimeEach common share, each share of common stock, without par value $0.01 per sharevalue, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall will be automatically converted into and become one newly and validly issued, fully paid and nonassessable common share of common stock, par value $0.01 per share, of the Surviving Corporation.

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

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 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.

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

Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of NWM, NWC or the Company, each share of the common stock, par value $.01 per share, of Merger Sub shall be converted into one share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.

Merger Sub Common Stock. At the Effective Time, each share The shares of common stock, par value $0.01 01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become a one fully paid and nonassessable share of common stock, par value $0.01 hundred per share, of cent (100%) interest in the Surviving CorporationCompany.

Merger Sub Common Stock. At Each of the Effective Time, each share 100 shares of the common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall automatically and without any action on the part of Merger Sub 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 CorporationBank, which shares shall thereafter constitute all of the issued and outstanding shares of the Surviving Bank.

Merger Sub Common Stock. At the Effective Time, each share of common stockstock of Merger Sub, par value $0.01 per share, of Merger Sub share (“the "Merger Sub Common Stock”) "), issued and outstanding immediately prior to the Effective Time shall be automatically converted into and exchanged for one fully paid and nonassessable share of common stock, par value $0.01 0.078125 per share, of the Surviving CorporationCompany.

Merger Sub Common Stock. At the Effective Time, each The share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one the right to receive, and shall evidence solely the right to receive upon surrender of the certificate representing such share, a validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

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

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”) Stock issued and outstanding immediately prior to the Effective Time shall at the Effective Time be automatically converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Interim Surviving CorporationCompany and shall constitute the only outstanding shares of capital stock of the Interim Surviving Company.

Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 1.00 per share, of Merger Sub (“Merger Sub Common Stock”) that is issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one fully paid and nonassessable non-assessable share of common stock, $.001 par value $0.01 per share, of the Surviving Corporation.

Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company, Merger Sub or any holder of securities thereof, each share of the 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 one fully paid and nonassessable share of class A common stock, par value $0.01 per share, stock of the Surviving Corporation and shall constitute the only outstanding capital stock of the Surviving Corporation.

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”) Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into and thereafter represent one duly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving CorporationCompany.

Merger Sub Common Stock. At the Effective Time, each share The shares of common stock, $0.10 par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid remain outstanding and nonassessable share of common stock, par value $0.01 per share, of unchanged after the Surviving CorporationMerger.

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 Effective Time shall be automatically converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

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”) Stock 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, of the Surviving CorporationCorporation Common Stock.

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 (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Merger Sub Common Stock. At the Effective Time, 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 Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving CorporationCorporation (“Surviving Corporation Stock”).

Merger Sub Common Stock. At the Effective Time, each Each share of Merger Sub’s common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) stock that is issued and outstanding immediately prior to the Effective Time (the “Merger Sub Common Stock”) shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation.

Merger Sub Common Stock. At All shares of Merger Sub Common Stock issued and outstanding immediately prior to the Effective TimeTime shall automatically convert, each on a one-for-one basis, into one share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving CorporationEntity.

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”) Stock issued and outstanding immediately prior to the Effective Time shall be automatically 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.; and

Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share0.01, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share0.01, of the Surviving Corporation.

Merger Sub Common Stock. At the Effective Time, each issued and outstanding 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 will be automatically converted into 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 will constitute the only outstanding shares of capital stock of the Surviving Corporation.

Merger Sub Common Stock. At the Effective Time, each Each share of common stock, no par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

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”) Stock issued and outstanding immediately prior to the Effective Time shall be automatically 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.; and

Merger Sub Common Stock. At and after the Effective Time, each share of common stock, par value $0.01 1.00 per share, of the Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall become and be converted automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

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”) Stock that is 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, $0.01 par value $0.01 per share, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Parent.

Merger Sub Common Stock. At As of the Effective Time, 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 shall be automatically converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.