Common use of Capitalization of Merger Sub Clause in Contracts

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists of 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 is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any person other than Parent may acquire any equity security of Merger Sub. Merger Sub has not conducted any business prior to the date of this Agreement and has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than 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 As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 5,000 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 at the Effective Time will be, owned by Parent or a direct or indirect wholly wholly-owned Subsidiary of Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any person Person other than Parent may acquire any equity security of Merger Sub. Merger Sub has not conducted any business prior to the date of this Agreement hereof and has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this AgreementTransactions.

Capitalization of Merger Sub. The As of the date of this Agreement, the authorized capital stock of Merger Sub consists of (a) 100 shares of common stock, par value $0.001 0.01 per share, all of which shares are validly issued and outstanding, and (b) 100 shares of preferred stock, par value $0.01 per share, none of which shares are 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 MMC or a direct or indirect wholly wholly-owned Subsidiary of Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any person other than Parent may acquire any equity security of Merger SubMMC. Merger Sub has not conducted any business prior to the date of this Agreement hereof and hashas no, and prior to the Effective Time will havehave no, no assets, liabilities or obligations of any nature other than 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 of 100 1,000 shares of common stock, par value $0.001 1.00 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 owned, directly or indirectly, by Parent or a direct or indirect wholly owned Subsidiary of Parent. Merger Sub has does not have outstanding no any option, warrant, right, right or any other agreement pursuant to which any person Person other than Parent or a wholly owned Subsidiary thereof may acquire any equity security of Merger Sub. Merger Sub has not conducted any business prior to the date of this Agreement hereof and has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than 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 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 $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, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any person other than Parent may acquire any equity security of Merger Sub. Merger Sub has not conducted any business prior to the date of this Agreement hereof and has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than 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 As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 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, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any person other than Parent may acquire any equity security of Merger Sub. Merger Sub has not conducted any business prior to the date of this Agreement hereof and has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than 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 As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 1,000 shares of common stockCommon 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, owned by Parent or a direct or indirect wholly owned Subsidiary subsidiary of Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any person other than Parent may acquire any equity security of Merger Sub. Merger Sub has not conducted any business prior to the date of this Agreement hereof and hashas no, and prior to the Effective Time will havehave no, no assets, liabilities or obligations of any nature other than 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 As of the date of this Agreement, the authorized share capital stock of Merger Sub consists of 100 1,000 shares of common stock, par value $0.001 0.01 per share, all 100 of which are validly issued and outstanding, and 100 shares of preferred stock, par value $0.01 per share, none of which are issued or outstanding. All 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. Merger Sub has outstanding no optionwas formed solely for the purpose of engaging in the transactions contemplated hereby, warrant, right, or any other agreement pursuant to which any person other than Parent may acquire any equity security of Merger Sub. Merger Sub and it has not conducted any business prior to the date of this Agreement hereof and hashas no, and prior to the Effective Time will havehave no, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and Agreement, the Merger and the other transactions contemplated by this AgreementAgreement (including the Debt Financing).

Capitalization of Merger Sub. The 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 $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 at the Effective Time will be, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any person other than Parent may acquire any equity security of Merger Sub. Merger Sub has not conducted any business prior to the date of this Agreement hereof and has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than 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 As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 5,000 shares of common stock, par value $0.001 0.01 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. Merger Sub has no outstanding no option, warrant, right, or any other agreement pursuant to which any person Person other than Parent may acquire any equity security of Merger Sub. Merger Sub has been formed solely for the purpose of the Merger Agreement and has not conducted any business prior to the date of this Agreement and has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than 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 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 $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 at the Effective Time will be, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any person other than Parent may acquire any equity security of Merger Sub. Merger Sub has not conducted any business prior to the date of this Agreement and has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than 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 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 $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, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any person other than Parent may acquire any equity security of Merger Sub. Merger Sub has not conducted any business prior to the date of this Agreement and has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than 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 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 $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, owned by Parent or a direct or indirect wholly owned Subsidiary subsidiary of Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any person other than Parent may acquire any equity security of Merger Sub. Merger Sub has not conducted any business prior to the date of this Agreement hereof and hashas no, and prior to the Effective Time will havehave no, no assets, liabilities or obligations of any nature other than 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 As of the date hereof, the authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock, par value $0.001 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. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any person Person other than Parent may acquire any equity security of Merger Sub. Merger Sub has been formed solely for the purpose of the Merger Agreement and has not conducted any business prior to the date of this Agreement hereof and has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than 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 As of the date of this Agreement, the authorized capital stock of Merger Sub consists of (a) 100 shares of common stock, par value $0.001 per share, all of which shares are validly issued and outstanding and (b) 100 shares of preferred stock, par value $0.001 per share, none of which shares are 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 CWT or a direct or indirect wholly wholly-owned Subsidiary subsidiary of Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any person other than Parent may acquire any equity security of Merger SubCWT. Merger Sub has not conducted any business prior to the date of this Agreement hereof and hashas no, and prior to the Effective Time will havehave no, no assets, liabilities or obligations of any nature other than 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 As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 1,000 shares of common stock, $0.01 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 at the Effective Time will be, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any person other than Parent may acquire any equity security of Merger Sub. Merger Sub has not conducted any business prior to the date of this Agreement hereof and has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.