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r 20.0141929 3. The merger herein contemplated shall be r�Tecti ' "Effective Time "), p re at 11:59 p.m. on December 31, 1997 (the 4. The tern„ r.ad conditions of the merger are as follows: (a) At the Effective Time of the merger, each share of Subsidiary Common Stock outstanding and o�vned of record by Parent immediztely prior to the Effective Time shall be canceled F.nd retired at the Effective Time and all certificates representing such Shares shall br canceled and no cash or senurities or other property shall be issued in respect thereof. (b) Each share of Parent Common Stock outstanding immediately before the Effective Time is to be ar, identical outstanding or reacquired shares immediately after the Effective Time; such shares shall continue unchanged and shall continue to evidence one share of conurca stock of the Surviving g (c) Each share of Subsidiary Common Stock held in the t..-easu prior to the Effective Time of the merger shall by virtue of the merger and witho� Sanytaction onmthe part of the holder thereof, be canceled and retired and pease to exist without any conversion thereof. acc (d) At the Effective Time, the separate existe f S nce oubsidiary shall cease, and i ordance with tnA terms of this Plan, the title to any real estate and other property vested in th Subsidiary is vested in the Surviving Corporation without reversion or impairment; the Survivin Corporation shall have all the liabilities of each of the Constituent Corporations; and an rn I pending against any Constituent Corporation may be continued as if the merger did not occur orth? Surviving Corporation may be substituted in its place. S. If at any time the Surviving Corporation shall consider or be advised that any further assignment; or assurances in law or any things are necessary or desirable to vest in said corporation, according to the terms hereof, the title to any property or rights of Subsidiary, the last acting officers of Subsidiary, or the corresponding officers .X the Surviving Corporation, shall and will execute and make all such, proper assignments and assurances and do all things necessary or proper to vest title in such property or rights in the Surviving Corporation, and otherwise to carry out the purposes of this Plan. 6. The dir=ors and officers of the Surviving Corporation shall continue in office until they resign or until their successors are elected and qualific,i. r, 7. From and after the Effective Time, the Articles of Incorporation of Subsidiary shall be deemed repealed, and. the Surviving Corporation shall cominue to be governed by its existing Articles of Incorporation under the laws of the State of Georgia until such A. rticles of Incorporation amended, or repealed as provided by law. rP are altered, 8. From and after the Effective Time, the bylaws of Subsidiary shall be deemed repealed, and th-- bylaws of the Surviving Corporation shall continue in effect untill the same shall be altered, amended or repealed as therein provided or as provided by law. 9. This merger is intended to be treated as the liquidation of the Subsidia for fed purposes under Internal Revenue Code Section 332. rY federal income tax f , 1.