Common use of Capitalization of Merger Sub Clause in Contracts

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 100 shares of common stock, par value $0.01 per share, all of which are duly authorized, validly issued, fully paid, non-assessable and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or direct or indirect wholly owned Subsidiaries of Parent. Merger Sub has been formed solely for the purpose of engaging in the Transactions and, prior to the Effective Time, will not have engaged in any business activities, other than activities related to the Transactions.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 100 shares of common stock, par value $0.01 per share, all of which are duly authorized, validly issued, fully paid, non-assessable issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or direct or indirect wholly owned Subsidiaries of Parent. Merger Sub has been formed solely for the purpose of engaging in the Transactions transactions contemplated by this Agreement and, prior to the Effective Time, will not have engaged in any business activities, other than activities related to the Transactionstransactions contemplated by this Agreement.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 100 shares of common stock, par value $0.01 per share, all of which are duly authorized, validly issued, fully paid, non-assessable issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, directly owned by Parent or direct or indirect wholly owned Subsidiaries of Parent. Merger Sub has been formed solely for not conducted any business prior to the purpose of engaging in the Transactions anddate hereof and has no, and prior to the Effective TimeTime will have no, will not have engaged in assets, liabilities or obligations of any business activities, nature other than activities related those incident to its formation and pursuant to this Agreement and the Merger, the Subsequent Merger and the Transactions.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 100 shares of common stock, par value $0.01 per share, all of which are duly authorized, validly issued, fully paid, non-assessable issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or direct or indirect wholly wholly-owned Subsidiaries of Parent. Merger Sub has been formed solely for the purpose of engaging in the Transactions transactions contemplated by this Agreement and, prior to the Effective Time, will not have engaged in any business activities, other than activities related to the Transactions.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 100 shares of common stock, par value $0.01 per share, all of which are duly authorized, validly issued, fully paid, non-assessable issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly wholly-owned Subsidiaries Subsidiary of Parent. Merger Sub has been formed solely for not conducted any business prior to the purpose date of engaging in the Transactions andthis Agreement and has no, and prior to the Effective TimeTime will have no, will not have engaged in assets, Liabilities or obligations of any business activities, nature other than activities related those incident to its formation and capitalization and pursuant to this Agreement and in connection with the Merger and the Transactions.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 100 shares of common stock, par value $0.01 per share, all of which are duly authorized, validly issued, fully paid, non-assessable issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly owned Subsidiaries Subsidiary of Parent. Merger Sub has been formed solely for not conducted any business prior to the purpose of engaging in the Transactions anddate hereof and has no, and prior to the Effective TimeTime will have no, will not have engaged in assets, liabilities or obligations of any business activities, nature other than activities related those incident to its formation and pursuant to this Agreement and the Transactions.