Common use of Merger Sub Clause in Contracts

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent that was formed solely for the purpose of engaging in the Transactions. Since the date of its incorporation and prior to the Effective Time, Merger Sub has not carried, and will not carry, on any business or conduct any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a directan indirect, wholly owned subsidiary Subsidiary of Parent that was formed solely for the purpose of engaging in the Transactions. Since the date of its incorporation and prior to the Effective Timeincorporation, Merger Sub has not carried, and will not carry, carried on any business or conduct conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary Subsidiary of Parent that was formed solely for the purpose of engaging in the TransactionsParent. Since the its date of its incorporation and prior to the Effective Timeincorporation, Merger Sub has not carried, and will not carry, carried on any business or conduct nor conducted any operations other than the execution and delivery of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent that Parent, was formed solely for the purpose of engaging in the Transactions. Since the date of its incorporation and prior to the Effective Time, Merger Sub has not carried, and will not carry, on any business or conduct any operations other than the execution of transactions contemplated by this Agreement, the performance of has engaged in no other business activities and has conducted its obligations hereunder and matters ancillary theretooperations only as contemplated by this Agreement.

Merger Sub. Merger Sub is a direct, wholly owned direct or indirect subsidiary of Parent that was formed solely for the purpose of engaging in the TransactionsParent. Since the its date of its incorporation and prior to the Effective Timeincorporation, Merger Sub has not carried, and will not carry, carried on any business or conduct nor conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a direct, wholly wholly-owned subsidiary of Parent that was formed solely for the purpose of engaging in the Transactions. Since the date of its incorporation and prior to the Effective Time, Merger Sub has not carried, and will not carry, on any business or conduct any operations other than and has not incurred, and will not incur, any material liability, except in each case the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a directnewly organized limited liability company, wholly owned subsidiary of Parent that was formed solely for the purpose of engaging in the Transactions. Since the date of its incorporation and prior to the Effective Time, Merger Sub has not carried, and will not carry, on engaged in any business activities or conduct conducted any operations other than in connection with the execution Transactions. Merger Sub is a wholly owned Subsidiary of this Agreement, the performance of its obligations hereunder and matters ancillary theretoParent.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent that was formed solely for the purpose purposes of engaging in effecting the TransactionsMerger. Since the date There is no agreement outstanding pursuant to which any Person has any existing or contingent right to acquire any stock of its incorporation and prior to the Effective Time, Merger Sub. Merger Sub owns no assets, has not carried, no Liabilities and will not carry, on any business or conduct any operations has conducted no activities other than those necessary to effectuate the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoMerger.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary Subsidiary of Parent that was formed solely for the purpose of engaging in the Transactionstransactions contemplated by this Agreement. Since the date of its incorporation and prior to the Effective Timeincorporation, Merger Sub has not carried, and will not carry, carried on any business or conduct conducted any operations other than activities incident to Merger Sub’s formation, the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary Subsidiary of Parent that was formed solely for the purpose of engaging in the Transactions. Since the date of its incorporation and prior to the Effective Timeincorporation, Merger Sub has not carried, and will not carry, carried on any business or conduct conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary Subsidiary of Parent that was formed solely for the purpose of engaging in the Transactions. Since the date of its incorporation and prior to the Effective Timeincorporation, Merger Sub has not carried, and will not carry, carried on any business or conduct conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary Subsidiary of Parent that was formed solely for the purpose of engaging in the Transactions. Since the date of its incorporation and prior to the Effective Time, Merger Sub has not carried, and will not carry, on any business or conduct any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a directwholly owned, wholly owned direct subsidiary of Parent that was formed solely for the purpose of engaging in the Transactions. Since the date of its incorporation and prior to the Effective Time, Merger Sub has not carriedcarried on, and will not carrycarry on, on any business or conduct any operations other than and has not incurred, and will not incur, any material liability, except in each case in connection with the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Once formed, Merger Sub is will be a direct, wholly owned subsidiary Subsidiary of Parent that was formed solely for the purpose of engaging in the TransactionsMerger. Since From and following the date of its incorporation and prior to through the Effective Time, Merger Sub has not carried, and will not carry, carry on any business or conduct any operations other than the execution of this Agreementthe Merger Sub Joinder, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent that was formed solely for the purpose of engaging in the Transactions. Since Buyer and, since the date of its incorporation and prior to the Effective Timeincorporation, Merger Sub has not carried, and will not carry, carried on any business or conduct conducted any operations other than the execution of this AgreementAgreement and other agreements contemplated by this Agreement to which it is a party, the performance of its obligations hereunder and thereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent that Parent. Merger Sub was formed solely for specifically to consummate the purpose of engaging in the Transactions. Since the date of its incorporation transactions contemplated by this Agreement and prior to the Effective Time, Merger Sub has not carried, conducted no operations and will not carry, on any business incurred no obligation or conduct any operations liabilities other than in connection with its formation and the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretotransactions contemplated hereby.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent that was formed solely for the purpose of engaging in the TransactionsParent. Since the its date of its incorporation and prior to the Effective Timeincorporation, Merger Sub has not carried, and will not carry, carried on any business or conduct nor conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent that was formed solely for the purpose of engaging in the TransactionsParent. Since the date of its incorporation and prior Prior to the Effective Time, Merger Sub has will not carried, have engaged in any material business activities and will not carry, on any business have no material liabilities or conduct any operations obligations other than the execution of as contemplated by this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a direct, wholly wholly-owned subsidiary of Parent that and was formed solely for the purpose of engaging in the Transactionstransactions contemplated hereby. Since Other than its liabilities and obligations arising under or in connection with this Agreement, the date of its incorporation Financing and prior to the Effective Timetransactions contemplated hereby and thereby, Merger Sub has not carriedno liabilities or obligations of any kind, has engaged in no other business activities and will not carry, on any business or conduct any has conducted its operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoonly as contemplated hereby.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent that was formed solely for the purpose of engaging in the TransactionsMerger. Since the date of its incorporation and prior to the Effective Timeincorporation, Merger Sub has not carried, and prior to the Effective Time will not carry, on any business or conduct any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a direct, wholly wholly-owned subsidiary Subsidiary of Parent that was formed solely for the purpose of engaging in the TransactionsFirst Company Merger. Since the date of its incorporation and prior to the First Effective Time, Merger Sub has not carried, and will not carry, on engaged in any business or conduct any operations activities other than the execution of this Agreement, the performance of its obligations hereunder hereunder, and matters ancillary thereto, and prior to the First 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 First Company Merger.

Merger Sub. Merger Sub is a direct, wholly wholly-owned subsidiary of Parent that was formed solely for the purpose of engaging in effecting the Transactions. Since the date of its incorporation and prior to the Effective Time, Merger Sub has not carriedMerger, and will not carry, on any business has conducted no other material activity and has incurred no other material Liability or conduct any operations obligation other than the execution of as contemplated by this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary direct or indirect Subsidiary of Parent that was formed solely for the purpose of engaging in the TransactionsAcquiror. Since the its date of its incorporation and prior to the Effective Timeformation, Merger Sub has not carried, and will not carry, carried on any business or conduct nor conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent that was formed solely for Parent, and is managed by the purpose of engaging in the TransactionsManagers. Since the its date of its incorporation and prior to the Effective Timeformation, Merger Sub has not carried, and will not carry, carried on any business or conduct nor conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. The Merger Sub is a directnewly organized corporation, wholly owned subsidiary of Parent that was formed solely for the purpose of engaging in the Transactionstransactions contemplated by this Agreement. Since Prior to the date of its incorporation and prior to hereof, the Effective Time, Merger Sub has not carried, and will not carry, on engaged in any business activities or conduct conducted any operations other than in connection with the execution of transactions contemplated by this Agreement. The Merger Sub is a direct wholly owned Subsidiary of the Purchaser, which is a direct wholly owned subsidiary of the performance of its obligations hereunder and matters ancillary theretoParent.

Merger Sub. Merger Sub is a direct, direct or indirect wholly owned subsidiary Subsidiary of Parent that was formed solely for the purpose purposes of engaging in effecting the TransactionsMerger. Since the date There is no agreement outstanding pursuant to which any Person (other than any wholly-owned Subsidiaries of its incorporation and prior Parent) has any existing or contingent right to the Effective Time, acquire any stock of Merger Sub. Merger Sub owns no assets, has not carried, no liabilities and will not carry, on any business or conduct any operations has conducted no activities other than those necessary to effectuate the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoMerger.

Merger Sub. Merger Sub is a direct, wholly owned indirect subsidiary of Parent that was formed solely for the purpose purposes of engaging in effecting the TransactionsMerger. Since the date There is no agreement outstanding pursuant to which any Person has any existing or contingent right to acquire any stock of its incorporation Merger Sub. Merger Sub owns no assets, has no Liabilities and prior has conducted no activities other than those related to the Effective Time, Merger Sub has not carried, and will not carry, on any business or conduct any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoMerger.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent that was formed solely for the purpose of engaging in the Transactions. Since the date of its incorporation and prior to the Effective Time, Merger Sub has not carried, and will not carry, on any business or conduct any operations other than and has not incurred, and will not incur, any material liability, except in each case the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a directwholly owned, wholly owned subsidiary direct Subsidiary of Parent that was formed solely for the purpose of engaging in the Transactions. Since the date of its incorporation and prior to the Effective Time, Merger Sub has not carried, and will not carry, on any business or conduct any operations other than and has not incurred, and will not incur, any material liability, except in each case in connection with the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary Subsidiary of Parent that was formed solely for the purpose purposes of engaging in effecting the TransactionsMerger. Since the date There is no agreement outstanding pursuant to which any Person has any existing or contingent right to acquire any stock of its incorporation and prior to the Effective Time, Merger Sub. Merger Sub owns no assets, has not carried, no Liabilities and will not carry, on any business or conduct any operations has conducted no activities other than those necessary to effectuate the execution of this Agreement, Merger and the performance of its obligations hereunder and matters ancillary theretoother Transactions.

Merger Sub. Merger Sub is a direct, wholly wholly-owned subsidiary of Parent that Parent, was formed solely for the purpose of engaging in the Transactions. Since the date of its incorporation and prior to the Effective Time, Merger Sub has not carried, and will not carry, on any business or conduct any operations other than the execution of transaction contemplated by this Agreement, the performance has engaged in no other business activities and has conducted its operations only as contemplated hereby. Parent owns beneficially and of its obligations hereunder record all outstanding capital stock of Merger Sub free and matters ancillary theretoclear of any Liens and no other Person holds any capital stock of Merger Sub nor has any rights to acquire any interest in Merger Sub.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent that was formed solely for the purpose of engaging in the TransactionsMerger. Since the date of its incorporation and prior to the Effective Timeincorporation, Merger Sub has not carried, and prior to the Effective Time will not carry, on any business or conduct any operations other than in connection with the execution of this Agreement, Agreement and the Spin-Off Agreements and the performance of its obligations hereunder and thereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a directan indirect, wholly wholly-owned subsidiary Subsidiary of Parent that Parent. Merger Sub was formed solely specifically for the purpose of engaging Transactions and has conducted no operations and incurred no obligation other than in connection with the Transactions. Since the date of its incorporation and prior to the Effective Time, Merger Sub has not carried, and will not carry, on any business or conduct any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a direct, wholly direct wholly-owned subsidiary of Parent that and was formed solely for the purpose of engaging in the Transactionstransactions contemplated by this Agreement. Since the date of Except for liabilities incurred by Merger Sub in connection with its incorporation or organization and prior to the Effective Timetransactions contemplated by this Agreement and except for this Agreement, Merger Sub has not carriedincurred, and will not carrydirectly or indirectly, on through any of its Affiliates, any liability or engaged in any business activities of any type or conduct kind whatsoever or entered into any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoagreement or arrangements with any Person. Merger Sub has no Subsidiaries.

Merger Sub. Merger Sub is a direct, an indirect wholly owned subsidiary of Parent that was formed solely for the purpose of engaging in the TransactionsParent. Since the its date of its incorporation and prior to the Effective Timeincorporation, Merger Sub has not carried, and will not carry, neither carried on any business or conduct nor conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent that was formed solely for the purpose of engaging in the Transactions. Since Buyer and, since the date of its incorporation and prior to the Effective Timeincorporation, Merger Sub has not carried, and will not carry, carried on any business or conduct conducted any operations other than the execution of this AgreementAgreement and other agreements contemplated by this Agreement to which it is a party, the performance of its obligations hereunder and thereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent that Parent. Merger Sub was formed solely for the purpose of engaging in the Transactions. Since the date of its incorporation transactions contemplated by this Agreement, and prior to the Effective Time, Merger Sub has not carried, and will not carry, on any engaged in no business or conduct any operations other than in connection with the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretotransactions contemplated hereby.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary Subsidiary of Parent that was formed solely for the purpose purposes of engaging in the Transactionstransactions contemplated hereby, including effecting the Merger. Since the date There is no agreement outstanding pursuant to which any Person (other than Parent) has any existing or contingent right to acquire any stock of its incorporation and prior to the Effective Time, Merger Sub. Merger Sub has not carried, and will not carry, on any business or conduct any operations conducted no activities other than those necessary or appropriate to effectuate the execution of this Agreement, Merger and the performance of its obligations hereunder and matters ancillary theretotransactions contemplated hereby.

Merger Sub. Merger Sub is a direct, wholly direct wholly-owned subsidiary of Parent that and was formed solely for the purpose of engaging in the Transactionstransactions contemplated by this Agreement. Since the date of Except for liabilities incurred by Merger Sub in connection with its incorporation or organization and prior to the Effective Timetransactions contemplated by this Agreement and except for this Agreement, Merger Sub has not carriedincurred, and will not carrydirectly or indirectly, on through any of its Subsidiaries or Affiliates, any liability or engaged in any business activities of any type or conduct kind whatsoever or entered into any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoagreement or arrangements with any person. Merger Sub has no Subsidiaries.

Merger Sub. Merger Sub is a directnewly-formed, wholly wholly-owned indirect subsidiary of Parent that was Parent, formed solely for the purpose of engaging in the Transactions. Since the date of its incorporation and prior to the Effective Time, Merger Sub has not carried, and will not carry, on any business or conduct any operations other than the execution of transactions contemplated by this Agreement, the performance of its obligations hereunder and matters ancillary theretoholding no assets or liabilities other than those pursuant to this Agreement.

Merger Sub. Merger Sub is a direct, wholly direct or indirect wholly-owned subsidiary Subsidiary of Parent that was formed solely for the purpose of engaging in the TransactionsParent. Since the its date of its incorporation and prior to the Effective Timeincorporation, Merger Sub has not carried, and will not carry, carried on any business or conduct nor conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a direct, wholly wholly-owned subsidiary Subsidiary of Parent that Parent. Merger Sub was formed solely specifically for the purpose of engaging in the Transactions. Since the date of its incorporation transactions contemplated hereby and prior to the Effective Time, Merger Sub has not carried, conducted no operations and will not carry, on any business incurred no liabilities or conduct any operations obligations other than in connection with its formation and the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretotransactions contemplated hereby.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent the Acquiror that was formed solely for the purpose of engaging in the TransactionsMerger. Since the date of its incorporation and prior to the Effective Timeincorporation, Merger Sub has not carried, and will not carry, carried on any business or conduct conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a direct, wholly wholly-owned subsidiary Subsidiary of Parent that Parent. Merger Sub was formed solely specifically for the purpose of engaging in the Transactions. Since the date of its incorporation transactions contemplated hereby and prior to the Effective Time, Merger Sub has not carried, conducted no operations and will not carry, on any business incurred no liabilities or conduct any operations obligations other than in connection with the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretotransactions contemplated hereby.

Merger Sub. Merger Sub is a directan indirect, wholly wholly-owned subsidiary Subsidiary of Parent that Parent. Merger Sub was formed solely specifically for the purpose of engaging Transactions and has conducted no operations and incurred no obligations other than in connection with the Transactions. Since the date of its incorporation and prior to the Effective Time, Merger Sub has not carried, and will not carry, on any business or conduct any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a direct, direct or indirect wholly owned subsidiary Subsidiary of Parent that was formed solely for the purpose of engaging in the Transactions. Since the date of its incorporation and prior Prior to the Effective Time, Merger ▇▇▇▇▇▇ Sub has not carried, will have engaged in no other business activities and will not carryhave no assets, on Liabilities or obligations of any business or conduct any operations nature other than (i) as expressly contemplated herein or in connection with the execution of this Agreement, Transactions and (ii) Liabilities and obligations incidental to its formation and the performance transactions contemplated hereby or thereby and the maintenance of its obligations hereunder and matters ancillary theretoexistence.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent that was formed solely for the purpose of engaging in the TransactionsMerger. Since the date of its incorporation and prior to the Effective Time, Merger Sub has not carried, and will not carry, on any business or conduct any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary direct or indirect Subsidiary of Parent that was formed solely for the purpose of engaging in the TransactionsAcquiror. Since the its date of its incorporation and prior to the Effective Timeincorporation, Merger Sub has not carried, and will not carry, carried on any business or conduct nor conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary of Parent that was formed solely for the purpose purposes of engaging in effecting the TransactionsMerger. Since the date There is no agreement outstanding pursuant to which any Person has any existing or contingent right to acquire any stock of its incorporation and prior to the Effective Time, Merger Sub. Merger Sub owns no assets, has not carried, no Liabilities and will not carry, on any business or conduct any operations has conducted no activities other than those necessary to effectuate the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoMerger.

Merger Sub. Merger Sub is a direct, wholly direct wholly-owned subsidiary of Parent that and was formed solely for the purpose of engaging in the Transactionstransactions contemplated by this Agreement. Since the date of Except for Liabilities incurred by Merger Sub in connection with its incorporation or organization and prior to the Effective Timetransactions contemplated by this Agreement and except for this Agreement, Merger Sub has not carriedincurred, and will not carrydirectly or indirectly, on through any Subsidiary or Affiliate, any Liability or engaged in any business activities of any type or conduct kind whatsoever or entered into any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoagreement or arrangements with any person. Merger Sub has no Subsidiaries.

Merger Sub. Merger Sub is a directan indirect, wholly owned subsidiary of Parent that was formed solely for the purpose of engaging in the Transactions. Since the date of its incorporation and prior to the Effective Time, Merger Sub has not carried, and will not carry, on any business or conduct any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a direct, wholly wholly-owned indirect subsidiary of Parent that was formed solely for the purpose of engaging in the TransactionsParent. Since the its date of its incorporation and prior to the Effective Timeincorporation, Merger Sub has not carried, and will not carry, carried on any business or conduct nor conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary Subsidiary of Parent that was formed solely for the purpose of engaging in the TransactionsParent. Since the its date of its incorporation and prior to the Effective Timeincorporation, Merger Sub has not carried, and will not carry, carried on any business or conduct nor conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary Subsidiary of Parent that Parent, was formed solely for the purpose of engaging in the Transactions. Since the date of its incorporation and prior to the Effective Time, Merger Sub has not carried, and will not carry, on any business or conduct any operations other than the execution of transactions contemplated by this Agreement, the performance of its obligations hereunder has engaged in no other business activities and matters ancillary theretohas conducted operations only as contemplated by this Agreement.

Merger Sub. Merger Sub is a direct, wholly owned subsidiary indirect Subsidiary of Parent that was formed solely for the purpose of engaging in the TransactionsParent. Since the its date of its incorporation and prior to the Effective Timeincorporation, Merger Sub has not carried, and will not carry, carried on any business or conduct nor conducted any operations other than the execution and delivery of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Merger Sub. Merger Sub is a direct, wholly direct wholly-owned subsidiary of Parent that and was formed solely for the purpose of engaging in the Transactionstransactions contemplated by this Agreement. Since the date of Except for Liabilities incurred by Merger Sub in connection with its incorporation or organization and prior to the Effective Timetransactions contemplated by this Agreement and except for this Agreement, Merger Sub has not carriedincurred, and will not carrydirectly or indirectly, on through any of its Affiliates, any Liability or engaged in any business activities of any type or conduct kind whatsoever or entered into any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary theretoagreement or arrangements with any person. Merger Sub has no Subsidiaries.

Merger Sub. Merger Sub is a direct, an indirect wholly owned subsidiary Subsidiary of Parent that was formed solely for the purpose of engaging in the TransactionsParent. Since the date of its incorporation and prior to the Effective Time, Merger Sub has not carried, and will not carry, on conducted any business or conduct any operations activities other than in connection with its organization, the negotiation and execution of this Agreement, Agreement and the performance consummation of its obligations hereunder and matters ancillary theretothe transactions contemplated hereby.