Common use of Capitalization of Merger Sub Clause in Contracts

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists of 100 shares of common stock of Merger Sub, par value $0.01 per share. As of the date of this Agreement, all such shares were issued and outstanding. All of the outstanding shares of capital stock of Merger Sub have been duly authorized and are validly issued, fully paid and non-assessable and owned by Parent.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists of 100 2,500 shares of common stock of Merger Substock, par value $0.01 .01 per share. As share ("Merger Sub Common Stock"), of the date of this Agreement, all such which 1,000 shares were are issued and outstanding. All of Buyer owns directly all the outstanding shares of capital stock Merger Sub Common Stock. The outstanding shares of Merger Sub have been Common Stock are duly authorized and are authorized, validly issued, fully paid and non-assessable and owned by Parentfree of any preemptive rights.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 100 1,000 shares of common stock of Merger SubCommon Stock, par value $0.01 0.10 per share. As of the date of this Agreement, all such shares were of which are validly issued and outstanding. All of the issued and outstanding shares of capital stock of Merger Sub have been duly authorized is, and are validly issuedat the Effective Time will be, fully paid and non-assessable and owned by ParentParent or a direct or indirect wholly-owned Subsidiary of Parent free and clear of all Liens.

Capitalization of Merger Sub. The Immediately prior to the Effective Time, the authorized capital stock of Merger Sub consists will consist of 100 shares of common stock of Merger Substock, par value $0.01 per share. As , of the date of this Agreement, all such shares were which only one share will be issued and outstanding. All of the outstanding shares of capital stock of Merger Sub have been duly authorized and are validly issued, fully paid and non-assessable and such share shall be owned by Parent.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock of Merger SubCommon Stock, par value $0.01 .01 per shareshare ("Merger Sub Common Stock"). As of the date of this Agreementhereof, all such 200 shares were issued and outstanding. All of the outstanding shares of capital stock of Merger Sub have been duly authorized and Common Stock are outstanding, all of which were validly issued, fully paid and non-assessable and owned by Parentnonassessable. Schedule 4.06 sets forth the ownership of the outstanding shares of Merger Sub as of the date hereof.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists of 100 shares of common stock of Merger Substock, par value $0.01 per share. As , all of which, as of the date of this Agreementhereof, all such shares were are issued and outstandingoutstanding and held of record by Parent. All of the outstanding shares of capital common stock of Merger Sub have been duly authorized and are validly issued, fully paid . All outstanding shares of common stock of Merger Sub have been issued and non-assessable granted in all material respects in compliance with applicable securities laws and owned by Parentother requirements of Law.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock of Merger Substock, par value $0.01 per share. As of the date of this Agreement, all such shares were issued and outstanding. All of the issued and outstanding shares of capital stock of Merger Sub have been duly authorized is, and are validly issuedat the Effective Time will be, fully paid and non-assessable and owned by ParentBuyer. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Transactions.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock of Merger Substock, par value $0.01 .01 per share. As of the date of this Agreement, all such shares were issued and outstanding. All of the outstanding shares of capital stock of Merger Sub have been which are duly authorized and are authorized, validly issued, fully paid and nonnonassessable and free of any pre-assessable emptive rights in respect thereof and all of which are owned directly or indirectly by Parent.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 100 shares of common stock of Merger Substock, par value $0.01 0.0001 per share. As of the date of this Agreement, all such shares were of which are validly issued and outstanding. All of the issued and outstanding shares of capital stock of Merger Sub have been duly authorized is, and are validly issuedat the Effective Time will be, fully paid and non-assessable and owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Merger Sub was formed solely for the purpose of engaging in the Transactions and has outstanding no option, warrant, right or any other agreement pursuant to which any Person other than Parent may acquire any equity security of Merger Sub.

Capitalization of Merger Sub. The authorized share capital stock of Merger Sub consists of 100 shares of common stock of Merger Sub50,000 shares, par value $0.01 1.00 per share. As , one of the date of this Agreement, all such shares were which is validly issued and outstanding. All Parent owns 100% of the issued and outstanding shares of share capital stock of Merger Sub have been duly authorized and are validly issued, fully paid and non-assessable and owned by ParentSub.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock of Merger SubCommon Stock, par value $0.01 .25 per share. As of the date of this Agreement, all such shares were of which are validly issued and outstanding. All of the issued and outstanding shares of capital stock of Merger Sub have been duly authorized is, and at the Effective Time will be, owned directly or indirectly by Purchaser, and there are validly issued(i) no other shares of capital stock or voting securities of Merger Sub authorized, fully paid and non-assessable and owned by Parent.(ii) no securities of Merger Sub convertible into or exchangeable for shares of capital stock or voting securities of Merger

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock of Merger Substock, par value $0.01 per share. As , of the date of this Agreement, all such which 100 shares were are issued and outstandingoutstanding and owned by Parent as Merger Sub’s sole stockholder. All of the The outstanding shares of capital stock of Merger Sub have been duly authorized and are validly issued, fully paid and non-assessable assessable, and owned by Parentnot subject to any preemptive rights (and were not issued in violation of any preemptive rights).

Capitalization of Merger Sub. The As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 shares of common stock of Merger Substock, $0.01 par value $0.01 per share. As , of the date of this Agreement, all such which 100 shares were are issued and outstandingoutstanding and owned beneficially and of record by Investor free and clear of any liens. All of the issued and outstanding shares of capital stock of Merger Sub have been duly authorized and validly issued and are validly issuedfully paid, fully paid nonassessable and non-assessable and owned by Parentfree of preemptive rights.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists of 100 shares of common stock of Merger Sub, par value $0.01 per share. As of the date of this Agreement, all such shares were issued and outstandingstock. All of the issued and outstanding capital stock of Merger Sub is owned by Parent as Merger Sub’s sole stockholder. The outstanding shares of capital stock of Merger Sub have been duly authorized and are validly issued, fully paid and non-assessable assessable, and owned by Parentnot subject to any preemptive rights (and were not issued in violation of any preemptive rights).

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 100 one thousand (1,000) shares of common stock of Merger Substock, par value $0.01 0.001 per share. As of the date of this Agreement, all such shares were of which are validly issued and outstanding. All of the issued and outstanding shares of capital stock of Merger Sub have been duly authorized is, and are validly issuedwill be at the Effective Time, fully paid and non-assessable and owned by Parent. Since the date of its incorporation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by this Agreement.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists of 100 1000 shares of common stock of Merger SubCommon Stock, par value $0.01 .01 per share. As of the date of this Agreement, all such shares were issued and outstanding. All of the which are outstanding shares of capital stock of Merger Sub have been duly authorized and are validly issued, fully paid and non-assessable and owned by Parent.and

Capitalization of Merger Sub. The As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 shares of common stock Merger Sub Common Stock, of Merger Sub, par value $0.01 per share. As of the date of this Agreement, all such shares were which one share is issued and outstanding. All of the The issued and outstanding shares of capital stock share of Merger Sub have Common Stock has been duly authorized and are validly issued, is fully paid and non-assessable and is owned of record and beneficially by Parent, free of any Liens, preemptive rights or other restrictions with respect thereto.

Capitalization of Merger Sub. The Merger Sub has authorized capital stock of Merger Sub consists consisting of 100 shares of common stock of Merger Substock, $0.001 par value $0.01 per share. As , of the date of this Agreement, all such which 100 shares were have been issued and are outstanding. All of the outstanding Merger Sub has no options, warrants or other rights to purchase or convert any shares of capital its common stock pursuant to which it is obligates to issue or sell additional shares of Merger Sub have been duly authorized and are validly issued, fully paid and non-assessable and owned by Parentits common stock.

Capitalization of Merger Sub. The Immediately prior to the Effective Time, the authorized capital stock of Merger Sub consists will consist of 100 shares of common stock of Merger Substock, par value 19 92 $0.01 per share. As , of the date of this Agreement, all such shares were which only one share will be issued and outstanding. All of the outstanding shares of capital stock of Merger Sub have been duly authorized and are validly issued, fully paid and non-assessable and such share shall be owned by Parent.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 100 1,000 shares of common stock of Merger SubCommon Stock, par value $0.01 per share. As , 100 of the date of this Agreement, all such shares were which are validly issued and outstanding. All of the issued and outstanding shares of capital stock of Merger Sub have been duly authorized is, and are validly issuedat the Effective Time will be, fully paid and non-assessable and owned by Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock of Merger Substock, par value $0.01 per share. As , of the date of this Agreement, all such which 100 shares were are issued and outstanding. All of the issued and outstanding shares of capital stock of Merger Sub have been duly authorized and are validly issued, fully paid and non-assessable and is owned by ParentPurchaser. Merger Sub has not conducted any business prior to the date of this Agreement and has no assets, Liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the transactions contemplated hereby.

Capitalization of Merger Sub. The As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 shares of common stock of Merger Substock, no par value $0.01 per shareshare (“Merger Sub Common Stock”). As of the date of this Agreement, all such 100 shares of Merger Sub Common Stock were issued and outstanding. All of the outstanding shares of capital stock of Merger Sub Common Stock have been duly authorized and are validly issued, and are fully paid and non-assessable nonassessable and owned are owned, beneficially and of record, by Parent, free and clear of any claim, lien, Encumbrance, or agreement with respect thereto.

Capitalization of Merger Sub. The As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 shares of common stock of Merger Substock, par value $0.01 0.001 per shareshare (“Merger Sub Common Stock”). As of the date of this Agreement, all such 10 shares of Merger Sub Common Stock were issued and outstanding. All of the outstanding shares of capital stock of Merger Sub Common Stock have been duly authorized and are validly issued, and are fully paid and non-assessable nonassessable and owned are owned, beneficially and of record, by Parent, free and clear of any claim, Encumbrance, or agreement with respect thereto.

Capitalization of Merger Sub. The As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 shares of common stock of Merger Substock, par value $0.01 0.001 per shareshare (“Merger Sub Common Stock”). As of the date of this Agreement, all such 100 shares of Merger Sub Common Stock were issued and outstanding. All of the outstanding shares of capital stock of Merger Sub Common Stock have been duly authorized and are validly issued, and are fully paid and non-assessable nonassessable and owned are owned, beneficially and of record, by Parent, free and clear of any claim, lien, Encumbrance, or agreement with respect thereto.

Capitalization of Merger Sub. The As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock of Merger Substock, par value $0.01 per shareshare (“Merger Sub Common Stock”). As of the date of this Agreement, all such 100 shares of Merger Sub Common Stock were issued and outstanding. All of the outstanding shares of capital stock of Merger Sub Common Stock have been duly authorized and are validly issued, and are fully paid and non-assessable nonassessable and owned are owned, beneficially and of record, by Parent, free and clear of any claim, lien, Encumbrance, or agreement with respect thereto.

Capitalization of Merger Sub. The As of the date hereof, the authorized share capital stock of Merger Sub consists of 100 shares of common stock of Merger Subshares, $0.01 par value $0.01 per share. As , 100 of the date of this Agreement, all such shares were which are validly issued and outstanding. All of the issued and outstanding shares of share capital stock of Merger Sub have been duly authorized is, and are validly issuedat the Effective Time will be, fully paid and non-assessable and wholly owned by Parent or by a direct or indirect wholly owned Subsidiary of Parent. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby.

Capitalization of Merger Sub. The authorized share capital stock of Merger Sub consists of 100 _____________ shares of common stock of Merger SubCommon Stock, par value $0.01 per share. As 0.01, all of which were issued and outstanding as of the date of this Agreement, all such shares were issued and outstandinghereof. All of the issued and outstanding ordinary shares of capital stock of Merger Sub have been duly authorized and are validly issued, fully paid and non-assessable and owned by ParentParent and there are no other outstanding shares or other voting securities of Merger Sub or rights to acquire the same.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 100 shares of common stock of Merger Substock, $.0001 par value $0.01 per share. As of the date of this Agreement, all such shares were issued and outstanding. All of the outstanding shares of capital stock of Merger Sub have been duly authorized and which are validly issued, fully paid outstanding and non-assessable and owned held by Parent.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock of Merger Substock, par value $0.01 .01 per share. As of the date of this Agreement, all such shares were issued and outstandingshare ("SUB COMMON STOCK"). All of the issued and outstanding shares of capital stock of Merger Sub have been Common Stock are (A) owned by the Parent or another Parent Subsidiary wholly owned by the Parent and (B) duly authorized and are authorized, validly issued, fully paid and non-assessable and owned by Parentnonassessable.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 100 shares of common stock of Merger Substock, par value $0.01 per share. As of the date of this Agreement, all such shares were of which are validly issued and outstanding. All of the issued and outstanding shares of capital stock of Merger Sub have been duly authorized is, and are validly issuedat the Effective Time will be, fully paid and non-assessable and owned by Parent or a direct or indirect Subsidiary of Parent. Since the date of its incorporation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by this Agreement (other than activities in connection with its formation and other administrative activities related thereto).

Capitalization of Merger Sub. The authorized share capital stock of Merger Sub consists of 100 shares of common stock of Merger Sub50,000 shares, par value $0.01 1.00 per share. As , one of the date of this Agreement, all such shares were which is validly issued and outstanding. All Parent owns 100% of the issued and outstanding shares of share capital stock of Merger Sub have been duly authorized and are validly issued, fully paid and non-assessable and owned by ParentSub.”