Common use of Capitalization of Merger Sub Clause in Contracts

Capitalization of Merger Sub. As of the date hereof, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, 10 shares of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, directly or indirectly owned by Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any Person other than Parent may directly or indirectly acquire any equity security of Merger Sub. Merger Sub has been formed solely for the purpose of the Merger Agreement and has not conducted any business prior to the date hereof and has, 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, the Financing and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date hereofof this Agreement, the authorized share capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, 10 shares all of which are validly issued and outstanding. All of the issued and outstanding share capital stock of Merger Sub is, and at the Effective Time will be, owned, directly or indirectly owned indirectly, by Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any Person other than Parent may directly or indirectly acquire any equity security of Merger Sub. Merger Sub has been was formed solely for the purpose of engaging in the Merger Agreement transactions contemplated hereby, and it has not conducted any business prior to the date hereof of this Agreement and hashas no, and prior to the Effective Time will havehave no, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, the Financing and the Merger and the other transactions contemplated by this AgreementAgreement (including the Debt Financing).

Capitalization of Merger Sub. As of the date hereof, the authorized share capital stock of Merger Sub consists of 1,000 shares of common stockshares, $0.001 par value $0.01 per share, 10 shares 1,000 of which are validly issued and outstanding. All of the issued and outstanding share capital stock of Merger Sub is, and at the Effective Time will be, directly or indirectly owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any Person other than Parent may directly or indirectly acquire any equity security of Merger Sub. Merger Sub has been was formed solely for the purpose of engaging in the Merger Agreement transactions contemplated hereby, and it has not conducted any business prior to the date hereof and hashas no, and prior to the Effective Time will havehave no, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, the Financing Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date hereofof this Agreement, the authorized capital stock of Merger Sub consists of 1,000 100 shares of common stock, par value $0.01 per share, 10 shares all of which shares are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, directly or indirectly owned by Parent or a direct or indirect wholly owned subsidiary of Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any Person other than Parent may directly or indirectly acquire any equity security of Merger Sub. Merger Sub has been formed solely for the purpose of the Merger Agreement and has not conducted any business prior to the date hereof and hashas no, and prior to the Effective Time will havehave no, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, the Financing Agreement and the Merger and the other transactions contemplated by this AgreementAgreement (including the Financing).

Capitalization of Merger Sub. As of the date hereofof this Agreement, the authorized share capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, 10 shares 100 of which are validly issued and outstanding, and 100 shares of preferred stock, par value $0.01 per share, none of which are issued or outstanding. All of the issued and outstanding share capital stock of Merger Sub is, and at the Effective Time will be, directly or indirectly owned by Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any Person other than Parent may directly or indirectly acquire any equity security of Merger Sub. Merger Sub has been was formed solely for the purpose of engaging in the Merger Agreement transactions contemplated hereby, and it has not conducted any business prior to the date hereof and hashas no, and prior to the Effective Time will havehave no, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, the Financing and the Merger and the other transactions contemplated by this AgreementAgreement (including the Debt Financing).

Capitalization of Merger Sub. As of the date hereofof this Agreement, the authorized share capital stock of Merger Sub consists of 1,000 shares of common stockshares, par value $0.01 per share, 10 shares of which 100 are validly issued and outstanding. All of the issued and outstanding share capital stock of Merger Sub is, and at the Effective Time will be, directly or indirectly owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any Person other than Parent may directly or indirectly acquire any equity security of Merger Sub. Merger Sub has been was formed solely for the purpose of engaging in the Merger Agreement transactions contemplated hereby, and it has not conducted any business prior to the date hereof and hashas no, and prior to the Effective Time will havehave no, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, the Financing Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date hereof, the authorized capital stock of Merger Sub consists of 1,000 1000 shares of common stock, par value $0.01 0.00001 per share, 10 shares all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, directly or indirectly owned by Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any Person other than Parent may directly or indirectly acquire any equity security of Merger Sub. Merger Sub has been formed solely for the purpose of the Merger Agreement and has not conducted any business prior to the date hereof and has, 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, the Financing Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date hereof, the authorized share capital stock of Merger Sub consists of 1,000 shares of common stock60,000 shares, no par value $0.01 per share, 10 shares all of which are validly issued and outstanding. All of the issued and outstanding share capital stock of Merger Sub is, and at the Effective Time will be, directly or indirectly owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any Person other than Parent may directly or indirectly acquire any equity security of Merger Sub. Merger Sub has been was formed solely for the purpose of engaging in the Merger Agreement transactions contemplated hereby, and it has not conducted any business prior to the date hereof and hashas no, and prior to the Effective Time will havehave no, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, the Financing Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date hereof, the authorized share capital stock of Merger Sub consists of 1,000 shares of common stockshares, no par value $0.01 per sharevalue, 10 shares 1,000 of which are validly issued and outstanding. All of the issued and outstanding share capital stock of Merger Sub is, and at the Effective Time will be, directly or indirectly owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any Person other than Parent may directly or indirectly acquire any equity security of Merger Sub. Merger Sub has been was formed solely for the purpose of engaging in the Merger Agreement transactions contemplated hereby, and it has not conducted any business prior to the date hereof and hashas no, and prior to the Effective Time will havehave no, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, the Financing Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date hereofof this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of 1,500 common stockshares, without par value $0.01 per sharevalue, 10 shares all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, directly or indirectly owned by Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any Person person other than Parent may directly or indirectly acquire any equity security of Merger Sub. Merger Sub has been formed solely for the purpose of the Merger Agreement and has not conducted any business prior to the date hereof of this Agreement and has, 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, the Financing Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date hereofof this Agreement, the authorized share capital stock of Merger Sub consists is NIS 10,000, consisting of 1,000 shares of common stock1,000,000 ordinary shares, par value $NIS 0.01 per shareeach, 10 shares all of which are validly issued and outstanding. All of the issued and outstanding share capital stock of Merger Sub is, and at the Effective Time will be, directly or owned by Direct Parent. All of the issued and outstanding share capital of Direct Parent is, and at the Effective Time will be, indirectly owned by Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any Person other than Parent may directly or indirectly acquire any equity security of Merger Sub. Merger Sub has been was formed solely for the purpose of engaging in the Merger Agreement transactions contemplated hereby, and it has not conducted any business prior to the date hereof and hashas no, and prior to the Effective Time will havehave no, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, the Financing and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date hereofof this Agreement, the authorized share capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 0.001 per share, 10 shares 100 of which are validly issued and outstanding. All of the issued and outstanding share capital stock of Merger Sub is, and at the Effective Time will be, directly or indirectly owned by Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any Person other than Parent may directly or indirectly acquire any equity security of Merger Sub. Merger Sub has been was formed solely for the purpose of engaging in the Merger Agreement transactions contemplated hereby, and it has not conducted any business prior to the date hereof and hashas no, and prior to the Effective Time will havehave no, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, the Financing and the Merger and the other transactions contemplated by this AgreementAgreement (including the Debt Financing).

Capitalization of Merger Sub. As of the date hereofof this Agreement, the authorized share capital stock of Merger Sub consists of 1,000 shares of common stockshares, par value $0.01 per share, 10 shares all of which are validly issued and outstanding. All of the issued and outstanding share capital stock of Merger Sub is, and at the Effective Time will be, directly or indirectly owned by Parent or a direct or indirect wholly owned subsidiary of Parent. Each of Parent and Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any Person other than Parent may directly or indirectly acquire any equity security of Merger Sub. Merger Sub has been was formed solely for the purpose of engaging in the Merger Agreement transactions contemplated hereby, and has not conducted any business prior to the date hereof and has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than those incident to its each of Parent and Merger Sub’s formation and pursuant to this AgreementAgreement and the Offer, the Financing and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date hereof, the authorized share capital stock of Merger Sub consists of 1,000 shares of common stockone hundred (100) shares, $0.01 par value $0.01 per share, 10 shares all of which are validly issued and outstanding. All of the issued and outstanding share capital stock of Merger Sub is, and at the Effective Time will be, directly or indirectly owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any Person other than Parent may directly or indirectly acquire any equity security of Merger Sub. Merger Sub has been was formed solely for the purpose of engaging in the Merger Agreement Transactions, and it has not conducted any business prior to the date hereof and hashas no, and prior to the Effective Time will havehave no, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, the Financing Agreement and the Merger and the other transactions contemplated by this AgreementTransactions.

Capitalization of Merger Sub. As of the date hereof, the authorized capital stock number of shares Merger Sub consists of 1,000 is authorized to issue is fifty thousand (50,000) ordinary shares of common stockno par value, of which one hundred (100) ordinary shares of no par value $0.01 per share, 10 shares of which are validly issued and outstanding. All of the issued and outstanding capital stock shares of Merger Sub isare, and at immediately prior to the Effective Time will be, directly or indirectly owned by Parent or a direct or indirect wholly-owned subsidiary of Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any Person other than Parent may directly or indirectly acquire any equity security of Merger Sub. Merger Sub has been formed solely for the purpose of the Merger Agreement and has not conducted any business prior to the date hereof and hashas no, and prior to the Effective Time will havehave no, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, the Financing Agreement and the Merger and the other transactions contemplated by this Agreement.