Common use of Merger Sub Stock Clause in Contracts

Merger Sub Stock. Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 per share, stock of Merger Sub issued and outstanding immediately prior to as of the Effective Time automatically shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation. From and after the Effective Time, each stock certificate formerly representing shares of common stock of Merger Sub shall be deemed to represent an equivalent number of shares of common stock of the Surviving Corporation.

Merger Sub Stock. Each At the Effective Time, each share of common stock, par value $.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, $0.01 par value $.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, $0.01 par value per share, of the Surviving Corporation.

Merger Sub Stock. Each At the Effective Time, each share of common stockthe Common Stock, par value $.01 per sharepar value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for shall become one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, $.01 par value per share, of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 per share, of Merger Sub issued and Stock outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, no par value, of the Surviving Corporation.

Merger Sub Stock. Each At the Effective Time, each share of common ---------------- stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation.

Merger Sub Stock. Each At the Effective Time, each share of common stock, $1.00 par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock stock, $1.00 par value per share, of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time ("Merger Sub Stock") shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.; and

Merger Sub Stock. Each share of common stock, par value $.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common capital stock, no par value per share, of the Surviving Corporation, such that Parent shall be the holder of all of the issued and outstanding shares of capital stock of the Surviving CorporationCorporation following the Merger.

Merger Sub Stock. Each share of common stock, par value $.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall thereupon be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.0001, of the Surviving Corporation, and all such shares shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation as of immediately following the Effective Time.

Merger Sub Stock. Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.; and

Merger Sub Stock. Each At the Effective Time, each share of common stock, $.01 par value $.01 per share, of Merger Sub issued and that is outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock stock, $.01 par value per share, of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Merger Sub Stock. Each At the Effective Time, each share of common stock, ---------------- par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.

Merger Sub Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each share of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one (1) duly and validly newly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Merger Sub Stock. Each In the case of the Reverse Merger, each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Merger Sub Stock. Each At the Effective Time, each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock stock, par value $.01 per share, of the Surviving Corporation.

Merger Sub Stock. Each As of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each share of common stock, $0.001 par value $.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall will be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation.

Merger Sub Stock. Each At the Effective Time, each share of Merger Sub common stock, par value $.01 0.001 per share, of share ("Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.001 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 capital stock of the Surviving Corporation.

Merger Sub Stock. Each share At the Effective Time, all outstanding shares of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become, collectively, one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving CorporationCompany and shall constitute the only outstanding shares of capital stock of the Surviving Company.

Merger Sub Stock. Each share of common stock, par value $.01 per share, of Merger Sub issued and Stock outstanding immediately prior to the Effective Time shall will be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.

Merger Sub Stock. Each At the Effective Time, each share of common stock, par value $.01 0.01 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, automatically be converted into and exchanged for one million (11,000,000) duly and validly issued, fully paid and nonassessable share shares of common stock of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 per share, of Merger Sub Stock issued and outstanding immediately prior to the Effective Time shall will be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving CorporationEntity.

Merger Sub Stock. Each share of common stock, par value of $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.

Merger Sub Stock. Each issued and outstanding share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable share of common stock Class A Common Stock, of the Surviving Corporation.

Merger Sub Stock. Each At the Effective Time, each share of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Merger Sub Stock. Each At the Effective Time, each outstanding share of common stock, par value $.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Merger Sub Stock. Each share At the Effective Time, all outstanding shares of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become, collectively, one (1) duly and validly issued, fully paid and nonassessable share of common stock, no par value per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Merger Sub Stock. Each At the Effective Time, by virtue of the Merger, each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation, without any action on the part of the holder thereof.

Merger Sub Stock. Each share of common capital stock, par value $.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving CorporationCompany Stock.

Merger Sub Stock. Each share of common stock, par value $.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, subject to the vesting as provided herein.

Merger Sub Stock. Each share of common stock, par value $.01 .001 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, automatically be converted into and exchanged for thereafter represent one (1) duly and validly issued, fully paid and nonassessable share common share, par value $.001 per share, of common the Surviving Corporation, so that thereafter ECC will be the sole and exclusive owner of the capital stock of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 0.01 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, automatically be converted into and exchanged for thereafter represent one (1) duly and validly issued, fully paid and nonassessable share of common stock share, par value $0.01 per share, of the Surviving Corporation.

Merger Sub Stock. Each At the Effective Time, each share of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non- assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.

Merger Sub Stock. Each At the Effective Time, each share of common stock, $0.01 par value $.01 per sharevalue, of the Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock stock, $0.01 par value, of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully full paid and nonassessable share of common stock of the Surviving Corporation.

Merger Sub Stock. Each At the Effective Time, each share of common stockthe Common Stock, par value ---------------- $.01 per sharepar value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for shall become one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, $.01 par value per share, of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, $0.01 ---------------- par value $.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, $0.01 par value per share, of the Surviving Corporation.

Merger Sub Stock. Each At the Effective Time, each share of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 .0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.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 (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock stock, par value $0.0001 per share, of the Surviving Corporation.

Merger Sub Stock. Each At the Effective Time, each share of common stock, par value $.01 Par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock stock, $.01 Par value per share, of the Surviving Corporation.

Merger Sub Stock. Each issued and outstanding share of common stock, par value $.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock Common Stock, and no par value per share, of the Surviving Corporation.;

Merger Sub Stock. Each At the Effective Time, each issued and outstanding share of common stock, par value $.01 per share, the capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, $0.01 par value, of the Surviving Corporation.

Merger Sub Stock. Each At the Effective Time, each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non- non-assessable share of common stock stock, par value $1.00 per share, of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall thereupon be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.0001, of the Surviving Company, and all such shares shall constitute the only outstanding shares of capital stock of the Surviving CorporationCompany as of immediately following the Effective Time.

Merger Sub Stock. Each At the Effective Time, each share of common ---------------- stock, $0.01 par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock stock, $0.01 par value per share, of the Surviving Corporation.

Merger Sub Stock. Each At the Effective Time, each share of common stockCommon Stock, ---------------- $1.00 par value $.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock Common Stock, $1.00 par value, of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 per share, of Merger Sub issued and common stock outstanding immediately prior to the Effective Time shall will be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving CorporationCompany.

Merger Sub Stock. Each share of common stock, par value $.01 1.00 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, par value $1.00 per share, of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, no par value $.01 per sharevalue, 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, automatically be converted into and exchanged for thereafter represent one (1) duly and validly issued, fully paid and nonassessable share common share, par value $0.01 per share, of common the Surviving Corporation, so that thereafter Parent will be the sole and exclusive owner of the capital stock of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 per ---------------- share, of Merger Sub issued and outstanding immediately prior to the Effective Time ("Merger Sub Stock") shall be converted into and exchanged for one (1) duly ---------------- and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.; and

Merger Sub Stock. Each At the Effective Time, all issued and outstanding shares of common stock of Merger Sub, by virtue of the Merger and without any further action on the part of any holder thereof, shall be converted into, and exchanged for, one share of common stock, par value $.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 (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 0.01 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 exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation following the Merger, and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Merger Sub Stock. Each issued and outstanding share of common stock, par value $.01 per share, capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Merger Sub Stock. Each At the Effective Time, each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable paidand non- andnon- non-assessable share of common stock stock, par value $1.00 per share, of the Surviving Corporation.

Merger Sub Stock. Each At the Effective Time, each share of common stock, par value $.01 per share, capital stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, par value $.01 per share, of the Surviving Corporation.

Merger Sub Stock. Each At the Effective Time, each share of common stock, ---------------- par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time (“Merger Sub Stock”) shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 per share, stock of Merger Sub issued ---------------- and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Merger Sub Stock. Each At the Effective Time, each share of common ---------------- stock, $0.01 par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, $0.001 par value per share, of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 .001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable share of common capital stock, par value $.001 per share, of the Surviving Corporation, such that Parent shall be the holder of all of the issued and outstanding shares of capital stock of the Surviving CorporationCorporation following the Merger.

Merger Sub Stock. Each At the Effective Time, each share of common stockthe Common Stock, $0.01 par value $.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock the Common Stock, $0.01 par value, of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 per sharepar value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, $.001 par value, of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 per share, stock of Merger Sub issued ---------------- and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully full paid and nonassessable share of common stock of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 .001 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, automatically be converted into and exchanged for thereafter represent one (1) duly and validly issued, fully paid and nonassessable share common share, par value $.001 per share, of common the Surviving Corporation, so that thereafter Parent will be the sole and exclusive owner of the capital stock of the Surviving Corporation.

Merger Sub Stock. Each share At the Effective Time, all outstanding shares of common stock, par value $.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become, collectively, one (1) duly and validly issued, fully paid and nonassessable share of common stock, no par value per share, of the Surviving Corporation and shall constitute the only outstanding share of capital stock of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall thereafter evidence ownership of such shares of common stock of the Surviving Corporation.

Merger Sub Stock. Each At the Effective Time, each share of common stockCommon Stock, par value $.01 Par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock stock, $.01 Par value per share, of the Surviving Corporation.Surviving

Merger Sub Stock. Each share of common stock, par value $.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall thereupon be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.0001, of the Surviving Company, and all such shares shall constitute the only outstanding shares of capital stock of the Surviving CorporationCompany as of immediately following the Effective Time.

Merger Sub Stock. Each At the Effective Time, (a) each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock stock, par value $.01 per share, of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time (“Merger Sub Stock”) shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 per share, stock of Merger Sub issued and outstanding immediately prior to as of the Effective Time automatically shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock, no par value per share, of the Surviving Corporation. From and after the Effective Time, each stock certificate formerly representing shares of common stock of Merger Sub shall be deemed to represent an equivalent number of shares of common stock of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 per share, stock and each share of preferred stock of the 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 exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock and one share of preferred stock, respectively, of the Surviving Corporation.

Merger Sub Stock. Each At the Effective Time, each share of common stock, par value $.01 1.00 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock stock, par value $1.00 per share, of the Surviving Corporation.

Merger Sub Stock. Each At the Effective Time, each share of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and authorized, validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Merger Sub Stock. Each share (a) At the Effective Time, all outstanding shares of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become, collectively, one (1) duly and validly issued, fully paid and nonassessable share of common stock, no par value per share, of the Surviving Corporation and shall constitute the only outstanding share of capital stock of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall thereupon be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.0001, of the Surviving Company, and all such shares shall constitute the only outstanding shares of capital stock of the Surviving CorporationCompany as of immediately following the Effective Time.

Merger Sub Stock. Each At the Effective Time, each share of common stock, Common Stock,$1.00 par value $.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock Common Stock, $1.00 par value, of the Surviving Corporation.

Merger Sub Stock. Each share (a) At the Effective Time, all outstanding shares of common stock, par value $.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become, collectively, one (1) duly and validly issued, fully paid and nonassessable share of common stock, no par value per share, of the Surviving Corporation and shall constitute the only outstanding share of capital stock of the Surviving Corporation.

Merger Sub Stock. Each share of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable share of common capital stock, par value $0.01 per share, of the Surviving Corporation, such that Parent shall be the holder of all of the issued and outstanding shares of capital stock of the Surviving CorporationCorporation following the Merger.

Merger Sub Stock. Each share of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.