Common use of Operations of Parent and Merger Sub Clause in Contracts

Operations of Parent and Merger Sub. The authorized capital stock of Merger Sub consists solely of one hundred (100) shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. Merger Sub has been formed solely for the purpose of engaging in the Merger, and, prior to the Effective Time, Merger Sub will not have engaged in any other business activities and will have incurred no liabilities or obligations other than in connection with the Transaction. Parent owns beneficially and of record all of the outstanding capital stock, and other equity and voting interest in, Merger Sub free and clear of all liens (other than liens imposed by securities Laws).

Operations of Parent and Merger Sub. The authorized capital stock of Merger Sub consists solely of one hundred (100) 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. Each of Parent and Merger Sub has been formed solely for the purpose of engaging in the Merger, and, and prior to the Effective Time, neither Parent nor Merger Sub will not shall have engaged in any other business activities and will shall have incurred no liabilities or obligations other than in connection with as contemplated by the TransactionFinancing Letters, the Fee Funding Arrangement and this Agreement. Parent owns beneficially and of record all of the outstanding capital stock, and other equity and voting interest in, Merger Sub free and clear of all liens (other than liens imposed by securities Laws)liens.

Operations of Parent and Merger Sub. The authorized capital stock of Merger Sub consists solely of one hundred (100) 1,000 shares of common stock, par value $0.01 0.001 per share, all of which are validly issued and outstanding. Merger Sub has been formed solely for the purpose of engaging in the Offer and the Merger, and, prior to the Effective Time, Merger Sub will shall not have engaged in any other business activities and will shall have incurred no liabilities or obligations other than in connection with the Transactionas contemplated by this Agreement and those incident to Merger Sub’s formation. Parent owns beneficially and of record all of the outstanding capital stock, and other equity and voting interest in, Merger Sub free and clear of all liens (other than liens imposed by liens, except for transfer restrictions of general applicability as may be provided under or applicable securities Laws).

Operations of Parent and Merger Sub. The authorized capital stock of Merger Sub consists solely of one hundred (100) 100 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. Merger Sub has been formed solely for the purpose of engaging in the Offer and the Merger, and, prior to the Effective Time, Merger Sub will shall not have engaged in any other business activities and will shall have incurred no liabilities or obligations other than in connection with this Agreement and the TransactionTransactions. Parent or one of its wholly owned Subsidiaries owns beneficially and of record all of the outstanding capital stock, and other equity and voting interest in, Merger Sub free and clear of all liens (other than liens imposed by securities Laws)Liens.

Operations of Parent and Merger Sub. The authorized capital stock of Merger Sub consists solely of one hundred (100) 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. Each of Parent and Merger Sub has been formed solely for the purpose of engaging in the Merger, and, prior to the Effective Time, Parent and Merger Sub will shall not have engaged in any other business activities and will shall not have incurred no liabilities or obligations other than in connection with as contemplated by the TransactionFinancing Letters, the Guarantees and this Agreement. Parent owns beneficially and of record all of the outstanding capital stock, stock and other equity and voting interest in, Merger Sub free and clear of all liens (other than liens imposed by securities Laws)liens.

Operations of Parent and Merger Sub. The authorized capital stock of Merger Sub consists solely of one hundred (100) 1,000 shares of common stock, par value $0.01 0.001 per share, all of which are validly issued and outstanding. Each of Parent and Merger Sub has been formed solely for the purpose of engaging in the MergerTransactions, and, prior to the Effective Time, Parent and Merger Sub will shall not have engaged in any other business activities and will shall not have incurred no liabilities or obligations other than in connection with as contemplated by the TransactionFinancing Letters, the Guarantees and this Agreement. Parent owns beneficially and of record all of the outstanding capital stock, stock and other equity and voting interest in, Merger Sub free and clear of all liens (other than liens imposed by securities Laws)liens.

Operations of Parent and Merger Sub. The authorized capital stock of Merger Sub consists solely of one hundred (100) 1,000 shares of common stock, par value $0.01 0.001 per share, all of which are validly issued and outstanding. Each of Parent and Merger Sub has been formed solely for the purpose of engaging in the Merger, and, prior to the Effective Time, Parent and Merger Sub will shall not have engaged in any other business activities and will shall not have incurred no liabilities or obligations other than in connection with as contemplated by the TransactionFinancing Letters, the Limited Guarantee and this Agreement. Parent owns beneficially and of record all of the outstanding capital stock, stock and other equity and voting interest in, Merger Sub free and clear of all liens (other than liens imposed by securities Laws)liens.