Common use of Capitalization of Merger Sub Clause in Contracts

Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, 100 shares of which are validly issued and outstanding and constitute all of the issued and outstanding capital stock of Merger Sub. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent, and there are (A) no other shares of capital stock or voting securities of Merger Sub, (B) no securities of Merger Sub convertible into or exchangeable for shares of capital stock or voting securities of Merger Sub, and (C) no options or other rights to acquire from Merger Sub, and no obligations of Merger Sub to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Merger Sub. Merger Sub has not conducted any business prior to the date of this Agreement and has no, 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 authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, 100 shares of which are one share of common stock is validly issued and outstanding and constitute all of the issued and outstanding capital stock of Merger Suboutstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent, and there are (Ai) no other shares of capital stock or voting securities of Merger Sub, (Bii) no securities of Merger Sub convertible into or exchangeable for shares of capital stock or voting securities of Merger Sub, Sub and (Ciii) except as contemplated by Section 4.8 of this Agreement, no options or other rights to acquire from Merger Sub, and no obligations of Merger Sub to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Merger Sub. Merger Sub has not conducted any business prior to the date of this Agreement hereof and has no, 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 authorized capital stock of Merger Sub consists of 1,000 10,000 shares of common stockCommon Stock, par value $0.01 per share, 100 shares 1,000 of which shares are validly issued and outstanding and constitute all of the issued and outstanding capital stock of Merger Suboutstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time of the Merger will be, owned by ParentNew DHC, and there are (Ai) no other shares of capital stock or voting securities of Merger Sub, (Bii) no securities of Merger Sub convertible into or exchangeable for shares of capital stock or voting securities of Merger Sub, Sub and (Ciii) no options or other rights to acquire from Merger Sub, and no obligations of Merger Sub to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Merger Sub. Merger Sub has not conducted any business prior to the date of this Agreement hereof and has no, and prior to the Effective Time of the Merger 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 authorized capital stock of Merger Sub consists of 1,000 1000 shares of common stockCommon Stock, par value $0.01 .01 per share, 100 shares all of which are validly issued and outstanding and constitute all of the issued are validly issued, fully paid and outstanding capital stock of Merger Subunassessable. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent, and there are (Ai) no other shares of capital stock or voting securities of Merger Sub, (Bii) no securities of Merger Sub convertible into or exchangeable for shares of capital stock or voting securities of Merger Sub, Sub and (Ciii) no options options, warrants or other rights to acquire from Merger Sub, and no obligations of Merger Sub to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Merger Sub. Merger Sub has not conducted any business prior to the date of this Agreement hereof and has no, 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 authorized capital stock of Merger Sub consists of 1,000 one thousand (1,000) shares of common stockCommon Stock, par value $0.01 .01 per share, 100 shares all of which are validly issued and outstanding and constitute all of the issued and outstanding capital stock of Merger Suboutstanding. All of the issued and outstanding capital stock of Merger Sub is, and upon the consummation of the Offer and at the Effective Time will be, owned by Parent, and there are (Ai) no other shares of capital stock or other voting securities of Merger Sub, (Bii) no securities of Merger Sub convertible into or exchangeable for shares of capital stock or voting securities of Merger Sub, Sub and (Ciii) no options or other rights to acquire from Merger Sub, and no obligations of Merger Sub to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Merger Sub. Merger Sub has not conducted any business prior to the date of this Agreement hereof and has no, 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 Agreement, the Offer and the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. The registered and authorized share capital stock of Merger Sub consists of 1,000 shares of common stockOrdinary Shares, par value $0.01 NIS 1 per share, 100 shares all of which are validly issued and outstanding and constitute all of the issued and outstanding capital stock of Merger Suboutstanding. All of the issued and outstanding capital stock share of Merger Sub is, at the of this Agreement, owned by VeriFone, and at the Effective Time will be, owned by ParentVeriFone or a subsidiary thereof, and there are (Ai) no other shares of capital stock share or voting securities of Merger Sub, (Bii) no securities of Merger Sub convertible into or exchangeable for shares of capital stock share or voting securities of Merger Sub, Sub and (Ciii) no options or other rights to acquire from Merger Sub, and no obligations of Merger Sub to issue, any capital stockshare, voting securities or securities convertible into or exchangeable for capital stock share or voting securities of Merger Sub. Merger Sub has not conducted any business prior to the date of this Agreement hereof and has no, 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 authorized shares of capital stock of Merger Sub consists consist of 1,000 shares of common stock, par value $0.01 0.001 per share, 100 all of which have been duly authorized and are validly issued, fully paid, non-assessable and outstanding and will include 1,000 shares of non-voting preferred stock, par value $0.001 per share (the “Merger Sub Preferred Stock”), upon the filing with the Department of Articles Supplementary (“Merger Sub Articles Supplementary”), of which no shares are validly issued and outstanding and constitute all as of the date of this Agreement. All the issued and outstanding capital stock of Merger Sub. All of the issued and outstanding capital common stock of Merger Sub is, and at the Effective Time will be, owned by Parent, and there are (Ai) no other shares of capital stock or voting securities of Merger Sub, (Bii) no securities of Merger Sub convertible into or exchangeable for shares of capital stock or voting securities of Merger Sub, Sub and (Ciii) no options or other rights to acquire from Merger Sub, and no obligations of Merger Sub to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Merger Sub. Merger Sub has not conducted any business prior to the date of this Agreement hereof and has no, 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 hereof, the authorized capital stock of Merger Sub consists of 1,000 shares of common stockCommon Stock, par value $0.01 1.00 per share, 100 shares of which are one share is validly issued and outstanding and constitute all of the issued and outstanding capital stock of Merger Suboutstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, directly owned by Parent, and there are (Ai) no other shares of capital stock or voting securities of Merger Sub, (Bii) no securities of Merger Sub convertible into or exchangeable for shares of capital stock or voting securities of Merger Sub, Sub and (Ciii) no options or other rights to acquire from Merger Sub, and no obligations of Merger Sub to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Merger Sub. Merger Sub has not conducted any business prior to the date of this Agreement hereof and has no, 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 Agreement, the Merger and the other transactions contemplated by this Agreement.