Common use of Capitalization of Merger Subs Clause in Contracts

Capitalization of Merger Subs. (a) Since its date of incorporation, neither Merger Sub has carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto. (b) The authorized capital stock of Merger Corp consists of 1,000 shares of common stock, $0.01 par value per share, all of which have been validly issued, are fully paid and nonassessable and are owned directly by Parent free and clear of any Lien. (c) The authorized equity interests of Merger LLC consists of common interests, all of which have been validly issued, are fully paid and nonassessable and are owned directly by Parent free and clear of any Lien. For U.S. Federal income tax purposes, Merger LLC is and always has been a disregarded entity of Parent.