Common use of Capitalization of Merger Sub Clause in Contracts

Capitalization of Merger Sub. As of the date of this Agreement, the authorized share capital of Merger Sub consists of 1,000 shares, par value $0.01 per share, of which 100 are validly issued and outstanding. All of the issued and outstanding share capital 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 was formed solely for the purpose of engaging in the transactions contemplated hereby, and it 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 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. As of the date of this Agreementhereof, the authorized share capital of Merger Sub consists of 1,000 shares, $0.001 par value $0.01 per share, 1,000 of which 100 are validly issued and outstanding. All of the issued and outstanding share capital 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 was formed solely for the purpose of engaging in the transactions contemplated hereby, and it 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 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. As of the date of this Agreement, the authorized share capital of Merger Sub consists of 1,000 sharesshares of common stock, par value $0.01 per share, all of which 100 are validly issued and outstanding. All of the issued and outstanding share capital 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 was formed solely for the purpose of engaging in the transactions contemplated hereby, and it has not conducted any business prior to the date hereof 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 Agreement, the Merger and the other transactions contemplated by this AgreementAgreement (including the Debt Financing).

Capitalization of Merger Sub. As of the date of this Agreement, the authorized share capital stock of Merger Sub consists of 1,000 1,500 common shares, without par value $0.01 per sharevalue, all of which 100 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, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Merger Sub was formed solely for the purpose has outstanding no option, warrant, right, or any other agreement pursuant to which any person other than Parent may acquire any equity security of engaging in the transactions contemplated hereby, and it Merger Sub. Merger Sub has not conducted any business prior to the date hereof of this Agreement and has nohas, and prior to the Effective Time will have nohave, 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. As of the date of this Agreement, the authorized share capital of Merger Sub consists of 1,000 shares, par value $0.01 per share, all of which 100 are validly issued and outstanding. All of the issued and outstanding share capital 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. Each of Parent and Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, and it has not conducted any business prior to the date hereof and has nohas, and prior to the Effective Time will have nohave, no assets, liabilities or obligations of any nature other than those incident to its each of Parent and Merger Sub’s formation and pursuant to this Agreement and the Offer, the Merger and the other transactions contemplated by this Agreement.

Capitalization of Merger Sub. As of the date of this Agreementhereof, the authorized share capital number of shares Merger Sub consists is authorized to issue is fifty thousand (50,000) ordinary shares of 1,000 shares, no par value $0.01 per sharevalue, of which 100 one hundred (100) ordinary shares of no par value are validly issued and outstanding. All of the issued and outstanding share capital shares of Merger Sub isare, and at immediately prior to the Effective Time will be, owned by Parent or a direct or indirect wholly wholly-owned Subsidiary subsidiary of Parent. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, and it 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 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. As of the date of this Agreementhereof, the authorized share capital of Merger Sub consists of 1,000 one hundred (100) shares, $0.01 par value $0.01 per share, all of which 100 are validly issued and outstanding. All of the issued and outstanding share capital 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 was formed solely for the purpose of engaging in the transactions contemplated herebyTransactions, and it 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 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. As of the date of this Agreement, the The authorized share capital of Merger Sub consists of 1,000 50,000 shares, par value $0.01 1.00 per share, one (1) of which 100 are validly issued and outstandingoutstanding as of the date hereof and as of immediately prior to the Effective Time. All Parent owns one hundred percent (100%) of the issued and outstanding share capital of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly owned Subsidiary of ParentSub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated herebyby this Agreement, and it 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 obligations of any nature other than those incident to its formation and capitalization and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreementhereby.

Capitalization of Merger Sub. As of the date of this Agreementhereof, the authorized share capital of Merger Sub consists of 1,000 shares, no par value $0.01 per sharevalue, 1,000 of which 100 are validly issued and outstanding. All of the issued and outstanding share capital 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 was formed solely for the purpose of engaging in the transactions contemplated hereby, and it 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 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. As of the date of this Agreementhereof, the authorized share capital of Merger Sub consists of 1,000 60,000 shares, no par value $0.01 per share, all of which 100 are validly issued and outstanding. All of the issued and outstanding share capital 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 was formed solely for the purpose of engaging in the transactions contemplated hereby, and it 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 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.