Common use of Capitalization of Merger Sub Clause in Contracts

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of one thousand (1,000) shares of common stock, par value $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, owned by 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.

Capitalization of Merger Sub. The As of the date of this Agreement, the authorized capital stock of Merger Sub consists solely of one thousand (1,000) 100 shares of common stock, $0.01 par value $0.001 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 will be at the Effective Time, owned by Parent. Since the date free of its incorporation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by this Agreementpreemptive rights.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of one thousand (1,000) 100 shares of common stock, par value $0.001 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 will be at the Effective Time, owned by Parentvalidly issued. Since the date All outstanding shares of its incorporation, common stock of Merger Sub has not engaged have been issued and granted in any activities all material respects in compliance with applicable securities laws and other than in connection with or as contemplated by this Agreementrequirements of Law.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of one thousand (1,000) 100 shares of common stock, par value $0.001 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub isis owned by Parent as Merger Sub’s sole stockholder. The outstanding shares of Merger Sub have been duly authorized and validly issued, fully paid and non-assessable, and will be at the Effective Time, owned by Parent. Since the date not subject to any preemptive rights (and were not issued in violation of its incorporation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by this Agreementpreemptive rights).

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of one thousand (1,000) 100 shares of common stock, par value $0.001 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 at 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 contemplated by this Agreement and, prior to the Effective Time, owned by Parent. Since the date of its incorporation, Merger Sub has will not have engaged in any activities business activities, other than in connection with or as contemplated by this Agreementactivities related to the Transactions.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of one thousand (1,000) 1,000 shares of common stock, par value $0.001 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 will be at the Effective TimeTime will be, owned by ParentBuyer. Since the date of its incorporation, Merger Sub has not engaged in conducted any activities business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than in connection with or as contemplated by those incident to its formation and pursuant to this AgreementAgreement and the Transactions.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of one thousand (1,000) 1,000 shares of common stock, par value $0.001 .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 will be at the Effective Time, which are owned directly or indirectly by 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.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of one thousand (1,000) 100 shares of common stock, par value $0.001 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 at 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 contemplated by this Agreement and, prior to the Effective Time, owned by Parent. Since the date of its incorporation, Merger Sub has will not have engaged in any activities business activities, other than in connection with or as activities related to the transactions contemplated by this Agreement.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of one thousand (1,000) 1,000 shares of common stock, par value $0.001 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 will be at the Effective Time, owned by Parent. Since the date not subject to any preemptive rights (and were not issued in violation of its incorporation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by this Agreementpreemptive rights).

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of one thousand (1,000) 1,000 shares of common stockCommon Stock, par value $0.001 .25 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 TimeTime will be, owned directly or indirectly by Parent. Since the date Purchaser, and there are (i) no other shares of its incorporation, capital stock or voting securities of Merger Sub has not engaged in any activities other than in connection with authorized, (ii) no securities of Merger Sub convertible into or as contemplated by this Agreement.exchangeable for shares of capital stock or voting securities of Merger

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of one thousand (1,000) 100 shares of common stockstock of Merger Sub, par value $0.001 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 will be at the Effective Time, non-assessable and owned by 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.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of one thousand (1,000) 100 shares of common stock, par value $0.001 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 will be at the Effective TimeTime will be, owned by Parent or a direct or indirect Subsidiary of 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 AgreementAgreement (other than activities in connection with its formation and other administrative activities related thereto).

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of one thousand (1,000) 1,000 shares of common stock, par value $0.001 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 will be at immediately prior to the Effective TimeTime will be, owned owned, directly or indirectly, by Parent. Since the date of its incorporation, Merger Sub has not engaged in conducted any activities business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than in connection with or as those incident to its formation and pursuant to this Agreement and the other transactions contemplated by this Agreementhereby.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of one thousand (1,000) 1,000 shares of common stock, par value $0.001 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 will be at the Effective Time, is owned by ParentPurchaser. Since the date of its incorporation, Merger Sub has not engaged in conducted any activities business prior to the date of this Agreement and has no assets, Liabilities or obligations of any nature other than in connection with or as those incident to its formation and pursuant to this Agreement and the transactions contemplated by this Agreementhereby.

Capitalization of Merger Sub. The As of the date of this Agreement, the authorized capital stock of Merger Sub consists solely of one thousand (1,000) 200 shares of common stockstock,$.0001 par value, par value $0.001 per shareof which 200 shares are outstanding and owned by Purchaser, all of which have been duly authorized, are validly issued and outstandingare fully paid and non-assessable, and free of any preemptive rights in respect thereof. All of Purchaser is the issued and outstanding capital stock only shareholder of Merger Sub is, and will be at the Effective Time, owned by 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 AgreementSub.

Capitalization of Merger Sub. The As of the date of this Agreement, the authorized capital stock of Merger Sub consists solely of one thousand (1,000) 100 shares of common stock, par value $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 will be at the Effective Timeare fully paid and nonassessable and are owned, owned beneficially and of record, by Parent. Since the date , free and clear of its incorporationany claim, Merger Sub has not engaged in any activities other than in connection Encumbrance, or agreement with or as contemplated by this Agreementrespect thereto.

Capitalization of Merger Sub. The As of the date of this Agreement, the authorized capital stock of Merger Sub consists solely of one thousand (1,000) 1,000 shares of common stock, par value $0.001 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 will be at the Effective Timeare fully paid and nonassessable and are owned, owned beneficially and of record, by Parent. Since the date , free and clear of its incorporationany claim, Merger Sub has not engaged in any activities other than in connection lien, Encumbrance, or agreement with or as contemplated by this Agreementrespect thereto.

Capitalization of Merger Sub. The Merger Sub has authorized capital stock consisting of Merger Sub consists solely of one thousand (1,000) 100 shares of common stock, $0.001 par value $0.001 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 is, and will be at the Effective Time, owned by Parent. Since the date of its incorporation, Merger Sub has not engaged in no options, warrants or other rights to purchase or convert any activities other than in connection with shares of its common stock pursuant to which it is obligates to issue or as contemplated by this Agreementsell additional shares of its common stock.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of one thousand (1,000) 100 shares of common stock, $.0001 par value $0.001 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 will be at the Effective Time, owned held by 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.

Capitalization of Merger Sub. The (i) As of the date hereof, the authorized capital stock of Merger Sub consists solely of one thousand (1,000) 100 shares of common stock, par value $0.001 per shareshare (the “Merger Sub Common Stock”), all of which 10 shares are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and will be at the Effective Time, owned by 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.

Capitalization of Merger Sub. The As of the date of this Agreement, the authorized capital stock of Merger Sub consists solely of one thousand (1,000) 100 shares of common stock, par value $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 will be at the Effective Timeare fully paid and nonassessable and are owned, owned beneficially and of record, by Parent. Since the date , free and clear of its incorporationany claim, Merger Sub has not engaged in any activities other than in connection lien, Encumbrance, or agreement with or as contemplated by this Agreementrespect thereto.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of one thousand (1,000) 1,000 shares of common stockCommon Stock, par value $0.001 .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 will be at the Effective Time, owned by Parent. Since as of the date of its incorporation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by this Agreementhereof.

Capitalization of Merger Sub. The authorized capital stock of (a) Merger Sub consists solely has authorized the issuance of one thousand (1,000) 1,000 shares of common stock, $0.01 par value $0.001 per share. As of the date of this Agreement, all of which are validly 1,000 shares were issued and outstanding, and all such shares are held of record by the Company. All of the issued and outstanding capital stock shares of Merger Sub isStock are duly authorized and validly issued and are fully paid, nonassessable and will be at the Effective Time, owned by 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 Agreementsubject to preemptive rights.

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of one thousand (1,000) 1,000 shares of common stockCommon Stock, par value $0.001 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 will be at the Effective TimeTime will be, owned by Parent. Since the date of its incorporation, Merger Sub has not engaged in conducted any activities business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than in connection with or as those incident to its formation and pursuant 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 one thousand (1,000) 1000 shares of common stockCommon Stock, par value $0.001 .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 will be at the Effective Time, owned by 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.fully paid and

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of one thousand (1,000) 1,000 shares of common stockCommon Stock, par value $0.001 .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 will be at the Effective Time, owned by Parent. Since as of the date of its incorporation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by this Agreementhereof. SECTION 4.07.

Capitalization of Merger Sub. The As of the date of this Agreement, the authorized capital stock of Merger Sub consists solely of one thousand (1,000) 100 shares of common stock, no par value $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 will be at the Effective Timeare fully paid and nonassessable and are owned, owned beneficially and of record, by Parent. Since the date , free and clear of its incorporationany claim, Merger Sub has not engaged in any activities other than in connection lien, Encumbrance, or agreement with or as contemplated by this Agreementrespect thereto.

Capitalization of Merger Sub. The As of the date of this Agreement, the authorized capital stock of Merger Sub consists solely of one thousand (1,000) 100 shares of common stockMerger Sub Common Stock, par value $0.001 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 will be at the Effective Time, non-assessable and is owned of record and beneficially by Parent. Since the date , free of its incorporationany Liens, Merger Sub has not engaged in any activities preemptive rights or other than in connection restrictions with or as contemplated by this Agreementrespect thereto.