Laser Merger Sub. Laser Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Laser Merger Sub is a newly incorporated company formed solely for purposes of consummating the transactions contemplated by this Agreement and has engaged in no activity other than as provided in, or contemplated by, this Agreement. The authorized capital stock of Laser Merger Sub consists of 1,000 shares of Laser Merger Sub Common Stock, all of which are validly issued, fully paid and nonassessable and free of preemptive rights and are owned by Laser. Except as set forth above there are no shares of capital stock of Laser Merger Sub issued or outstanding or any options, warrants, subscription, calls, rights, convertible securities or other agreements or commitments obligating Laser Merger Sub to issue, transfer, sell, redeem, repurchase or otherwise acquire any shares of its capital stock or securities.
Laser Merger Sub. Laser Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Laser Merger Sub is a newly incorporated company formed solely for purposes of consummating the transactions contemplated by this Agreement and has engaged in no activity other than as provided in, or contemplated by, this Agreement. The authorized capital stock of Laser Merger Sub consists of 1,000 shares of Laser Merger Sub Common Stock, all of which are validly issued, fully paid and nonassessable and free of preemptive rights and are owned by Laser. Except as set forth above there are no shares of capital stock of Laser Merger Sub issued or outstanding or any options, warrants, subscription, calls, rights, convertible securities or other agreements or commitments obligating Laser Merger Sub to issue, transfer, sell, redeem, repurchase or otherwise acquire any shares of its capital stock or securities. Section 5.2 Authority Relative to this Agreement. Each of Laser and Laser Merger Sub has the corporate power and authority to execute and deliver this Agreement and, if a party thereto, the Registration Rights Agreement, to perform its obligations hereunder and, if a party thereto, thereunder and to consummate the transactions contemplated hereby and, if a party thereto, thereby. The execution, delivery and performance of this Agreement and the Registration Rights Agreement, and the consummation of the transactions contemplated hereby, thereby and by the Company Merger Agreement, have been duly authorized by all necessary corporate action on the part of Laser and Laser Merger Sub and no other corporate action on the part of Laser or Laser Merger Sub (including on the part of their respective stockholders) is required to authorize the execution, delivery and performance hereof or thereof and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Laser and Laser Merger Sub and constitutes the valid and binding obligation of Laser and Laser Merger Sub, assuming it is the valid and binding obligation of Parent Holdings and Holdings, enforceable against Laser and Laser Merger Sub in accordance with its terms, except that such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally and other forms of equitable relief may be subject to equitable defenses an...
