Common use of Ownership and Operations of Merger Sub Clause in Contracts

Ownership and Operations of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $.01 per share, 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, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Neither Parent nor Merger Sub has conducted any business other than incident to its formation and in relation to this Agreement, the Merger and the other transactions contemplated hereby and the financing of such transactions.

Ownership and Operations of Merger Sub. As of the date of this Agreement, the (a) The authorized capital stock of Merger Sub consists of 100 shares of common stockshares, par value $.01 0.01 per share, all of which 100 shares are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub isis owned beneficially and of record by Parent, free and at the Effective Time will be, owned by Parent or a direct or indirect wholly owned Subsidiary clear of Parent. Neither Parent nor all Liens. (b) Merger Sub was formed specifically for the purpose of engaging in the Transactions and has conducted no operations and has no assets and no Liabilities of any business nature other than those incident to its formation and in relation pursuant to this Agreement, the Merger and the other transactions contemplated hereby and the financing of such transactionsTransactions.

Ownership and Operations of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 1000 shares of common stock, without par value $.01 per sharevalue, 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, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Neither Parent nor Merger Sub has not conducted any business other than incident to its formation and in relation pursuant to this Agreement, the Merger and the other transactions contemplated hereby and the financing of such transactions.

Ownership and Operations of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock, par value $.01 0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Offer Closing and the Effective Time will be, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Neither Parent nor Merger Sub has not conducted any business other than (x) incident to its formation for the sole purpose of carrying out the transactions contemplated by this Agreement and (y) in relation to this Agreement, the Offer, the Merger and the other transactions contemplated hereby and the financing of such transactions.

Ownership and Operations of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock, par value $.01 0.01 per share, 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, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Neither Parent nor Merger Sub has conducted any business other than incident to its formation and in relation pursuant to this Agreement, the Merger and the other transactions contemplated hereby and the financing of such transactions.

Ownership and Operations of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock, par value $.01 0.01 per share, 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, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Neither Parent nor Merger Sub has conducted any business other than incident to its formation and in relation pursuant to this Agreement, the Merger and the other transactions contemplated hereby and the financing of such transactions.

Ownership and Operations of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock, par value $.01 0.01 per share, all of which are validly issued and outstanding, and 1,000 shares of preferred stock, par value $0.01 per share, none of which is issued or 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 Subsidiary of Parent. Neither Parent nor Merger Sub has not conducted any business prior to the date hereof other than incident to its formation and in relation pursuant to this Agreement, the Merger and the other transactions contemplated hereby and the financing of such transactions.

Ownership and Operations of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock, par value $.01 0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock voting securities of Merger Sub isare, and at the Effective Time will be, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. All of the issued and outstanding voting securities of Parent are, and at the Effective Time will be, owned by ▇▇▇▇▇▇▇▇. Neither Parent nor Merger Sub has conducted any business other than incident to its formation and in relation to connection with this Agreement, the Merger Agreement and the other transactions contemplated hereby and the financing of such transactionsTransactions.

Ownership and Operations of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of Merger Sub Common Stock, 100 shares of common stock, par value $.01 per share, 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, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Neither Parent nor Merger Sub has not conducted any business other than (a) incident to its formation and for the sole purpose of carrying out the transactions contemplated by this Agreement or (b) in relation to this Agreement, the Merger and the other transactions contemplated hereby and the financing of such transactions.

Ownership and Operations of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock, par value $.01 0.0001 per share, 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, owned by Parent or a direct or indirect wholly wholly-owned Subsidiary of Parent. Neither Parent nor Merger Sub has not conducted any business other than incident to its formation and in relation pursuant to this Agreement, the Merger and the other transactions contemplated hereby and the financing of such transactions.

Ownership and Operations of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock, par value $.01 0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock voting securities of Merger Sub isare, and at the Effective Time will be, owned by Parent or a direct or indirect wholly owned Subsidiary subsidiary of Parent. All of the issued and outstanding voting securities of Parent are, and at the Effective Time will be, owned by ▇▇▇▇▇▇▇▇. Neither Parent nor Merger Sub has conducted any business other than incident to its formation and in relation to connection with this Agreement, the Merger Transactions and the other transactions contemplated hereby and the financing of such transactionsFinancing.

Ownership and Operations of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock, par value $.01 0.01 per share, 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, owned directly or indirectly by Parent or a direct or indirect wholly owned Subsidiary of Parent. Neither Parent nor Merger Sub has not conducted any business other than incident to its formation and in relation pursuant to this Agreement, the Merger and the other transactions contemplated hereby and the financing of such transactions.

Ownership and Operations of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock, par value $.01 0.01 per share, 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, owned directly by Parent or a direct or indirect wholly owned Subsidiary of Parent. Neither Parent nor Merger Sub has not conducted any business other than incident to its formation and in relation pursuant to this Agreement, the Merger and the other transactions contemplated hereby hereby. Agreement and the financing Plan of such transactions.Merger -38-

Ownership and Operations of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock, par value $.01 0.01 per share, 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, owned directly by Parent or a direct or indirect wholly owned Subsidiary of Parent. Neither Parent nor Merger Sub has not conducted any business other than incident to its formation and in relation pursuant to this Agreement, the Merger and the other transactions contemplated hereby and the financing of such transactionshereby.

Ownership and Operations of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock, par value $.01 0.01 per share, 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, owned directly by Parent or a direct or indirect wholly owned Subsidiary of Parent. Neither Parent nor Merger Sub has not conducted any business other than incident to its formation and in relation pursuant to this Agreement, the Merger and the other transactions contemplated hereby hereby. Agreement and the financing Plan of such transactions.Merger

Ownership and Operations of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 1,000 shares of common stockMerger Sub Common Stock, par value $.01 per share, all 1,000 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, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Neither Parent nor Merger Sub has not conducted any business other than (x) incident to its formation and for the sole purpose of carrying out the transactions contemplated by this Agreement or (y) in relation to this Agreement, the Merger and the other transactions contemplated hereby and the financing of such transactions.

Ownership and Operations of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock, par value $.01 0.01 per share, 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, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Neither Parent nor Merger Sub has not conducted any business prior to the date hereof other than incident to its formation and in relation pursuant to this Agreement, the Merger and the other transactions contemplated hereby and the financing of such transactions.

Ownership and Operations of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $.01 0.01 per share, 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, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Neither Parent nor Merger Sub has conducted any business other than incident to its formation and in relation pursuant to this Agreement, the Merger and the other transactions contemplated hereby and the financing of such transactions.

Ownership and Operations of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 shares of common stock, no par value $.01 per share, 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, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Neither Parent nor Merger Sub has not conducted any business other than incident to its formation and in relation pursuant to this Agreement, the Merger and the other transactions contemplated hereby and the financing of such transactionshereby.

Ownership and Operations of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 1,000 shares of Merger Sub Common Stock, 100 shares of common stock, par value $.01 per share, 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, owned by Parent Owner or a direct or indirect wholly owned Subsidiary of ParentOwner. Neither Parent nor Merger Sub has not conducted any business other than (x) incident to its formation and for the sole purpose of carrying out the transactions contemplated by this Agreement or (y) in relation to this Agreement, the Merger and the other transactions contemplated hereby and the financing of such transactions.

Ownership and Operations of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock, par value $.01 1 per share, 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, owned by Parent Acquirer or a direct or indirect wholly owned Subsidiary of ParentAcquirer. Neither Parent nor Merger Sub has not conducted any business other than (x) incident to its formation for the sole purpose of carrying out the transactions contemplated by this Agreement and (y) in relation to this Agreement, the Merger and the other transactions contemplated hereby and the financing of such transactionshereby.

Ownership and Operations of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock, par value $.01 0.01 per share, all 100 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, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Neither Parent nor Merger Sub has not conducted any business other than (x) incident to its formation for the sole purpose of carrying out the transactions contemplated by this Agreement and (y) in relation to this Agreement, the Merger and the other transactions contemplated hereby and the financing of such transactions.

Ownership and Operations of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock, par value $.01 0.01 per share, 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, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Neither Parent nor Merger Sub has conducted any business other than incident to its formation and in relation to this Agreement, the Merger and the other transactions contemplated hereby and the financing of such transactions.