Common use of Capitalization of Merger Sub Clause in Contracts

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stock, par value $0.10 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 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 solely will consist of 1,000 shares of Common Stockcommon stock, par value $0.10 0.01 per share, all of which are validly issued and outstanding. All of the only one share will be issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, such share shall be owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent free and clear of all LiensParent.

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

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 1,000 2,500 shares of Common Stockcommon stock, par value $0.10 .01 per shareshare ("Merger Sub Common Stock"), all of which 1,000 shares are validly issued and outstanding. All of Buyer owns directly all the issued and outstanding capital stock shares of Merger Sub isCommon Stock. The outstanding shares of Merger Sub Common Stock are duly authorized, validly issued, fully paid and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary assessable and free of Parent free and clear of all Liensany preemptive rights.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stock, par value $0.10 .01 per shareshare ("Merger Sub Common Stock"). As of the date hereof, 200 shares of Merger Sub Common Stock are outstanding, all of which are were validly issued issued, fully paid and outstandingnonassessable. All Schedule 4.06 sets forth the ownership of the issued and outstanding capital stock shares of Merger Sub is, and at as of the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent free and clear of all Liensdate hereof.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stock, par value $0.10 .25 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 Purchaser, and there are (i) no other shares of capital stock or a direct voting securities of Merger Sub authorized, (ii) no securities of Merger Sub convertible into or indirect wholly-owned Subsidiary exchangeable for shares of Parent free and clear capital stock or voting securities of all Liens.Merger

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of Common Stockcommon stock, par value $0.10 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 Subsidiaries of Parent free and clear Parent. Merger Sub has been formed solely for the purpose of all Liensengaging in the 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 1,000 shares of Common Stockcommon stock, par value $0.10 0.01 per share, all of which 100 shares are validly issued and outstanding. All of the issued and outstanding capital stock and owned by Parent as Merger Sub’s sole stockholder. The outstanding shares of Merger Sub ishave been duly authorized and validly issued, fully paid and non-assessable, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary not subject to any preemptive rights (and were not issued in violation of Parent free and clear of all Liensany preemptive rights).

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stock, par value $0.10 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, directly owned by Parent East. 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 a direct or indirect wholly-owned Subsidiary obligations of Parent free any nature other than those incident to its formation and clear of all Lienspursuant 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 solely of 1,000 shares of Common Stockcommon stock, par value $0.10 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 Buyer. 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 a direct or indirect wholly-owned Subsidiary obligations of Parent free any nature other than those incident to its formation and clear of all Lienspursuant to this Agreement and the Transactions.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stockcommon stock, par value $0.10 .01 per share, all of which are duly authorized, validly issued issued, fully paid and outstanding. All nonassessable and free of the issued any pre-emptive rights in respect thereof and outstanding capital stock all of Merger Sub is, and at the Effective Time will be, which are owned directly or indirectly by Parent or a direct or indirect wholly-owned Subsidiary of Parent free and clear of all LiensParent.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of Common Stock, par value $0.10 per share, all of which are validly issued and outstandingcommon stock. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, is owned by Parent or a direct or indirect whollyas Merger Sub’s sole stockholder. The outstanding shares of Merger Sub have been duly authorized and validly issued, fully paid and non-owned Subsidiary assessable, and not subject to any preemptive rights (and were not issued in violation of Parent free and clear of all Liensany preemptive rights).

Capitalization of Merger Sub. The As of the date of this Agreement, the authorized capital stock of Merger Sub consists solely of 1,000 100 shares of Common Stockcommon stock, $0.01 par value $0.10 per share, all of which 100 shares are validly 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 ishave been duly authorized and validly issued and are fully paid, nonassessable and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary free of Parent free and clear of all Lienspreemptive rights.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of Common Stockcommon stock, par value $0.10 0.01 per share, all of which are validly issued and outstanding. All which, as of the date hereof, are issued and outstanding capital and held of record by Parent. All outstanding shares of common stock of Merger Sub is, have been duly authorized and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary validly issued. All outstanding shares of Parent free common stock of Merger Sub have been issued and clear granted in all material respects in compliance with applicable securities laws and other requirements of all LiensLaw.

Capitalization of Merger Sub. The authorized share capital stock of Merger Sub consists solely of 1,000 shares of Common Stock50,000 shares, par value $0.10 1.00 per share, all one of which are is validly issued and outstanding. All Parent owns 100% of the issued and outstanding share 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 free and clear of all LiensSub.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of Common Stockcommon stock, par value $0.10 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, directly owned by Parent 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 a direct or indirect wholly-owned Subsidiary obligations of Parent free any nature other than those incident to its formation and clear of all Lienspursuant 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 1,000 100 shares of Common Stockcommon stock, par value $0.10 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. 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 free and clear may acquire any equity security of all LiensMerger Sub.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 1,000 one thousand (1,000) shares of Common Stockcommon stock, par value $0.10 0.001 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and will be at the Effective Time will beTime, owned by Parent Parent. Since the date of its incorporation, Merger Sub has not engaged in any activities other than in connection with or a direct or indirect wholly-owned Subsidiary of Parent free and clear of all Liensas contemplated by this Agreement.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stockcommon stock, par value $0.10 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 immediately prior to the Effective Time will be, owned owned, directly or indirectly, by Parent 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 a direct or indirect wholly-owned Subsidiary obligations of Parent free any nature other than those incident to its formation and clear of all Lienspursuant to this Agreement and the other transactions contemplated hereby.

Capitalization of Merger Sub. The authorized share capital stock of Merger Sub consists solely of 1,000 shares of Common Stock50,000 shares, par value $0.10 1.00 per share, all one of which are is validly issued and outstanding. All Parent owns 100% of the issued and outstanding share 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 free and clear of all LiensSub.”

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of Common Stockcommon stock, par value $0.10 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 free 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 clear of all Liensother administrative activities related thereto).

Capitalization of Merger Sub. All of the outstanding capital stock of Merger Sub is owned directly by Parent. Merger Sub has been formed solely for the purpose of engaging in the Transactions and, as of the Effective Time, will not have engaged in any activities other than in connection with the Transactions. The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stockits common stock, par value $0.10 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 is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent free and clear of all Liens.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 1,000 1000 shares of Common Stock, par value $0.10 .01 per share, all of which are outstanding and are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub isissued, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent free and clear of all Liens.fully paid and

Capitalization of Merger Sub. The As of the date hereof, the authorized share capital stock of Merger Sub consists solely of 1,000 shares of Common Stock100 shares, $0.01 par value $0.10 per share, all 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, wholly owned by Parent or by a direct or indirect wholly-wholly owned Subsidiary of Parent free and clear Parent. Merger Sub was formed solely for the purpose of all Liensengaging in the transactions contemplated hereby.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stockcommon stock, par value $0.10 .01 per share, all of which are validly issued and outstandingshare ("SUB COMMON STOCK"). All of the issued and outstanding capital stock shares of Merger Sub is, and at the Effective Time will be, Common Stock are (A) owned by the Parent or a direct or indirect wholly-another Parent Subsidiary wholly owned Subsidiary of by the Parent free and clear of all Liens(B) duly authorized, validly issued, fully paid and nonassessable.

Capitalization of Merger Sub. The As of the date of this Agreement, the authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stockcommon stock, par value $0.10 0.01 per shareshare (“Merger Sub Common Stock”). As of the date of this Agreement, all 100 shares of which are validly Merger Sub Common Stock were issued and outstanding. All of the issued and outstanding capital stock shares of Merger Sub isCommon Stock have been duly authorized and validly issued, and at the Effective Time will beare fully paid and nonassessable and are owned, owned beneficially and of record, by Parent or a direct or indirect wholly-owned Subsidiary of Parent Parent, free and clear of all Liensany claim, lien, Encumbrance, or agreement with respect thereto.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 1,000 100 shares of Common Stockcommon stock, $.0001 par value $0.10 per share, all of which are validly issued issued, outstanding and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned held by Parent or a direct or indirect wholly-owned Subsidiary of Parent free and clear of all LiensParent.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stockcommon stock, par value $0.10 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 is, and at the Effective Time will be, is owned by Parent Purchaser. Merger Sub has not conducted any business prior to the date of this Agreement and has no assets, Liabilities or a direct or indirect wholly-owned Subsidiary obligations of Parent free any nature other than those incident to its formation and clear of all Lienspursuant 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 solely of 1,000 100 shares of Common Stockcommon stock, par value $0.10 0.001 per shareshare (“Merger Sub Common Stock”). As of the date of this Agreement, all 10 shares of which are validly Merger Sub Common Stock were issued and outstanding. All of the issued and outstanding capital stock shares of Merger Sub isCommon Stock have been duly authorized and validly issued, and at the Effective Time will beare fully paid and nonassessable and are owned, owned beneficially and of record, by Parent or a direct or indirect wholly-owned Subsidiary of Parent Parent, free and clear of all Liensany 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 solely of 1,000 100 shares of common stock, no par value per share (“Merger Sub Common Stock”). As of the date of this Agreement, par value $0.10 per share, all 100 shares of which are validly Merger Sub Common Stock were issued and outstanding. All of the issued and outstanding capital stock shares of Merger Sub isCommon Stock have been duly authorized and validly issued, and at the Effective Time will beare fully paid and nonassessable and are owned, owned beneficially and of record, by Parent or a direct or indirect wholly-owned Subsidiary of Parent Parent, free and clear of all Liensany 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 solely of 1,000 100 shares of Merger Sub Common Stock, par value $0.10 per share, all of which are validly one share is issued and outstanding. All of the The issued and outstanding capital stock share of Merger Sub isCommon Stock has been validly issued, is fully paid and at the Effective Time will benon-assessable and is owned of record and beneficially by Parent, owned by Parent free of any Liens, preemptive rights or a direct or indirect wholly-owned Subsidiary of Parent free and clear of all Liensother restrictions with respect thereto.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 1,000 2,500 shares of Common Stockcommon stock, par value $0.10 .01 per shareshare ("MERGER SUB COMMON STOCK"), all of which 1,000 shares are validly issued and outstanding. All of Buyer owns directly all the issued and outstanding capital stock shares of Merger Sub isCommon Stock. The outstanding shares of Merger Sub Common Stock are duly authorized, validly issued, fully paid and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary assessable and free of Parent free and clear of all Liensany preemptive rights.

Capitalization of Merger Sub. The Merger Sub has authorized capital stock consisting of Merger Sub consists solely of 1,000 100 shares of Common Stockcommon stock, $0.001 par value $0.10 per share, all of which are validly 100 shares have been issued and are outstanding. All of the issued and outstanding capital stock of Merger Sub ishas no options, and at the Effective Time will be, owned by Parent warrants or a direct other rights to purchase or indirect wholly-owned Subsidiary convert any shares of Parent free and clear its common stock pursuant to which it is obligates to issue or sell additional shares of all Liensits common stock.

Capitalization of Merger Sub. The Immediately prior to the Effective Time, the authorized capital stock of Merger Sub consists solely will consist of 1,000 shares of Common Stockcommon stock, par value 19 92 $0.10 0.01 per share, all of which are validly issued and outstanding. All of the only one share will be issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, such share shall be owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent free and clear of all LiensParent.

Capitalization of Merger Sub. The authorized share capital stock of Merger Sub consists solely of 1,000 _____________ shares of Common Stock, par value $0.10 per share0.01, all of which are validly were issued and outstandingoutstanding as of the date hereof. All of the issued and outstanding capital stock ordinary shares of Merger Sub is, and at the Effective Time will be, are owned by Parent and there are no other outstanding shares or a direct other voting securities of Merger Sub or indirect wholly-owned Subsidiary of Parent free and clear of all Liensrights to acquire the same.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 1,000 shares of Common Stock, par value $0.10 0.01 per share, all 100 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 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 a direct or indirect wholly-owned Subsidiary obligations of Parent free any nature other than those incident to its formation and clear of all Lienspursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. The As of the date of this Agreement, the authorized capital stock of Merger Sub consists solely of 1,000 100 shares of Common Stockcommon stock, par value $0.10 0.001 per shareshare (“Merger Sub Common Stock”). As of the date of this Agreement, all 100 shares of which are validly Merger Sub Common Stock were issued and outstanding. All of the issued and outstanding capital stock shares of Merger Sub isCommon Stock have been duly authorized and validly issued, and at the Effective Time will beare fully paid and nonassessable and are owned, owned beneficially and of record, by Parent or a direct or indirect wholly-owned Subsidiary of Parent Parent, free and clear of all Liensany claim, lien, Encumbrance, or agreement with respect thereto.