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201300437 (b) The issued and outstanding shares of common stock of MNI shall continue unchanged as the outstanding shares of MNI without further action of the holder of such shares or any other party. . 1.3 Bylaws. The Bylaws of MNI in effect on the Effective Date shall be and remain the Bylaws of MNI, to remain unchanged until amended in accordance with the provisions thereof and of applicable law. 1.5 Officers and Directors. The officers and directors of MNI immediately prior to the Effective Date shall be the officers and directors of MNI until their respective successors are chosen, appointed or elected. SECTION 2 EFFECTIVE DATE The effective time and date of the merger shall be 11:59 P.M. on December 30, 2012 (the "Effective Date "). SECTION 3 MODE OF CARRYING MERGER INTO EFFECT 3.1 Cessation of Existence of Each of the Constituent Corporations. Upon the Effective Date, the separate existence of each of the Constituent Corporations shall cease and each of the Constituent Corporations shall be merged, in accordance with this Agreement, into MNI which shall survive such merger and shall possess all the rights, privileges, immunities, powers, purposes and franchises, both public and private, and shall be subject to all restrictions, disabilities, duties, obligations and liabilities of each of the Constituent Corporations. All property, real, personal, and mixed, and all debts due on whatever account, including subscriptions to shares, and all other things, choses, and causes of action, and all and every other interest of or belonging to or due to each of the Constituent Corporations shall be taken and deemed to be transferred to and vested in MNI without reversion or impairment or any further act or deed and shall thereafter be the property of MNI to the same extent as they were of each of the Constituent Corporations. The title to any real estate, or any interest therein, vested in any of the Constituent Corporations shall not revert or be in any way impaired by reason of the merger. MNI shall thenceforth be responsible and liable for all of the liabilities and obligations for each of the Constituent Corporations. Any claim existing or action or proceeding pending by or against any of the Constituent Corporations may be prosecuted as if the merger had not taken place, or MNI may be substituted in the place of any of the Constituent Corporations. Neither the rights of creditors nor any liens upon, or security interests in, the property of any of the Constituent Corporations shall be impaired by the merger. 3.2 Transfer of Property. Upon the Effective Date, the assets, liabilities, reserves and accounts of each of the Constituent Corporations shall be taken upon the books of MNI, as the surviving corporation, at the amount at which they respectively shall be carried on the books of said corporation. The equity securities of each of the Constituent Corporations shall cease to exist and the holder of such equity securities shall thereafter be entitled only to the cash, property, or securities into which such equity securities shall have been converted in accordance with this Agreement, subject to dissenter's rights (if any) under the Nebraska Business Corporation Act. 4.