Common use of Merger Subs Clause in Contracts

Merger Subs. (a) Each of Parent Sub and LLC Sub has all requisite corporate or limited liability company power and authority and has taken all corporate or limited liability company action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Transactions, and the execution and delivery of this Agreement and the consummation of the Transactions by Parent Sub and LLC Sub have been duly authorized by all necessary corporate or limited liability company action on the part of Parent Sub and LLC Sub, subject only to the receipt of the Parent Consents, which have been obtained or will be obtained immediately following the execution of this Agreement. Assuming the due execution and delivery by the Company, this Agreement constitutes a valid and binding agreement of Parent Sub and LLC Sub enforceable against Parent Sub and LLC Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Parent Sub is a direct, wholly owned Subsidiary of Parent that was formed solely for the purpose of engaging in the First Company Merger. Since the date of its incorporation and prior to the Effective Time, Parent Sub has not engaged in any activities other than the execution of this Agreement, the performance of its obligations hereunder, and matters ancillary thereto, 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 First Company Merger. (c) LLC Sub is a direct, wholly owned Subsidiary of Parent that was formed solely for the purpose of engaging in the Second Company Merger. Since the date of its formation and prior to the Second Company Merger Effective Time, LLC Sub has not engaged in any activities other than the execution of this Agreement, the performance of its obligations hereunder, and matters ancillary thereto, and prior to the Second Company Merger 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 Second Company Merger.

Merger Subs. (a) Each Merger Sub is a wholly owned subsidiary of Parent Sub and LLC Sub has all requisite corporate or limited liability company power and authority and has taken all corporate or limited liability company action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate Parent. As at the Transactions, and the execution and delivery of this Agreement and the consummation of the Transactions by Parent Sub and LLC Sub have been duly authorized by all necessary corporate or limited liability company action on the part of Parent Sub and LLC Sub, subject only to the receipt of the Parent Consents, which have been obtained or will be obtained immediately following the execution date of this Agreement, the authorized capital stock of Merger Sub I consists of 1,000 common shares, par value $0.0001 per share, all of which are validly issued and outstanding. Assuming Parent is the due execution sole member of Merger Sub II and delivery the membership interests in Merger Sub II have been validly issued. All of the issued and outstanding capital stock of Merger Sub I is, and at the Effective Time will be, owned by the Company, this Agreement constitutes Parent or a valid and binding agreement of Parent Sub and LLC Sub enforceable against Parent Sub and LLC Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Parent Sub is a direct, direct or indirect wholly owned Subsidiary of Parent that was formed solely for and all of the purpose issued and outstanding membership interests of engaging in Merger Sub II is, and at the First Company Mergereffective time of the Subsequent Merger will be, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. There is no outstanding option, warrant, right or any other agreement pursuant to which any Person other than Parent may acquire any equity securities of Merger Sub I or Merger Sub II. Since the its date of its incorporation incorporation, Merger Sub I has not, and prior to the Effective TimeTime will not have, Parent Sub has not engaged in carried on any activities business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder, hereunder and matters ancillary theretothereto and has, and prior to the Effective Time will have 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. (c) LLC Sub is a direct, wholly owned Subsidiary of Parent that was formed solely for Mergers and the purpose of engaging in the Second Company Mergerother transactions contemplated by this Agreement. Since the its date of its formation formation, Merger Sub II has not, and prior to the Second Company effective time of the Subsequent Merger Effective Timewill not have, LLC Sub has not engaged in carried on any activities business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder, hereunder and matters ancillary theretothereto and has, and prior to the Second Company effective time of the Subsequent Merger Effective Time will have have, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Second Company MergerMergers and the other transactions contemplated by this Agreement. Merger Sub II is, and at the effective time of the Subsequent Merger will be, treated as a “disregarded entity” of Parent for U.S. federal income tax purposes.