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.. '. 200901519 and other property owned by the Parent and the Subsidiary will be vested in the Parent without reversion or impairment and the Parent will have aU liabilities of the Parent and the Subsidiary. 2.2 Articles of Incorporation. The Parent's articles of incorporation in effect immediately prior to the Effective Time will be the articles of incorporation of the Parent from and after the Effective Time until amended in accordance with their terms and the NBCA. 2.3 Bvlaws. The Parent's bylaws in effect immediately prior to the Effective Time will be the bylaws of the Parent from and after the Effective Time until amended in accordance with their terms, the Parent's articles of incorporation and the NBCA. 2.4 Directors. The members of the board of directors of the Parent holding office immediately prior to the Effective Time will be the members of the board of directors of the Parent from and after the Effective Time, with each such person to serve as a director of the Parent for the remainder of the term for which such person was elected and qualified or until his or her earlier death, disqualification, resignation or removal in accordance with the Parent's articles of incorporation and bylaws and the NBCA. 2.5 Officers. The officers of the Parent holding office immediately prior to the Effective Time will be the officers ofthe Parent from and after the Etlective Time, with each such person to serve in the otlice or offices held with the Parent until his or her successor or successors are duly elected and qualified or until his or her earlier death, disqualification, resignation or removal in accordance with the Parent's articles of incorporation and bylaws and the NBCA. 2.6 Effect on Subsidiary's Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Parent, the Subsidiary or any of their respective shareholders, each share of capital stock of the Subsidiary issued and outstanding immediately prior to the Effective Time will be canceled and extinguished without any conversion thereof and no payment will be made with respect thereto. At the Effective Time, the stock transfer books of the Subsidiary will be closed and no transfer of capital stock will thereafter be made. 2.7 Effect on Parent's Capital Stock. The capital stock of the Parent will not be effected by the Merger. ARTICLE III MISCELLANEOUS 3.1 Termination. At any time prior to the Effective Time, this Plan may be terminated and abandoned by the board of directors of the Parent. 3.2 Governing Law. This Plan will be governed by and construed in accordance with the laws of the State of Nebraska, without giving effect to the principles of conflict oflaws of the State of Nebraska. 3.3 Pavment of Fees and Franchise Taxes. The Parent will be responsible for the payment of all fees and franchise taxes assessed under Nebraska law, as may be applicable to the Subsidiary prior to the Merger. DLI-6224802v3 2