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

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns owns, and at the Effective Time will own, beneficially and of record record, all of the outstanding capital stock of Merger SubSub either directly or indirectly through one or more of its wholly-owned Subsidiaries. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities activities, has not incurred any material obligations or liabilities except pursuant to this Agreement and has conducted its operations only as contemplated herebyby this Agreement.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub, all of which is duly authorized, validly issued, fully paid and non-assessable. Merger Sub was formed solely for the purpose of engaging in the Transactions. Merger Sub has no assets, liabilities or obligations and, since the date of its formation has not engaged in no other any business activities or conducted any operations except, in each case as arising from the execution of this Agreement and has conducted the performance of its operations only as contemplated herebycovenants and agreements hereunder.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the issued and outstanding capital stock shares of Merger Sub, free and clear of all Liens. Merger Sub was formed solely for the purpose of engaging in the Transactions, has no assets, liabilities or obligations of any nature other than those incidental to its formation and those in furtherance of the Transactions, and prior to the Effective Time, will not have engaged in no other any business activities and has conducted its operations only as contemplated herebyother than those relating to the Transactions.

Ownership and Operations of Merger Sub. Parent owns beneficially and indirectly of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock Equity Interests of Merger Sub. Merger Sub was formed incorporated solely for the purpose of engaging in the Transactions, Merger and has engaged in no other business activities and has conducted its operations only as contemplated herebyother than those relating to the Merger.

Ownership and Operations of Merger Sub. Parent owns beneficially and is the record owner of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the issued and outstanding capital stock shares of Merger Sub, free and clear of all Liens. Merger Sub was formed solely for the purpose of engaging in the Transactions, has no assets, liabilities or obligations of any nature, other than those incident to its formation and pursuant to the Transactions, and, prior to the Effective Time, will not have engaged in no other any business activities and has conducted its operations only as contemplated herebyother than those relating to the Transactions.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, transactions contemplated hereby and has engaged in no other business activities and has conducted its operations only as other than in connection with the transactions contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the TransactionsTransactions and, has engaged in no other business activities and has conducted its operations only as contemplated herebyother than those relating to the Transactions.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, Transactions and has engaged in no other business activities and has conducted its operations only as contemplated herebyother than those relating to the Transactions.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the TransactionsTransaction, and has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated herebybusiness.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record beneficially, directly or indirectly, all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns owns, indirectly, beneficially and of record all of the outstanding capital stock equity of Merger Sub, free and clear of all Liens. Merger Sub was formed solely for the purpose of engaging in the Transactions, has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and prior to the Effective Time, will not have engaged in no other any business activities and has conducted its operations only as contemplated herebyother than those relating to the Transactions.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the issued and outstanding capital stock shares of Merger Sub, free and clear of all Liens. Merger Sub was formed solely for the purpose of engaging in the Transactions, has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and prior to the Effective Time, will not have engaged in no other any business activities and has conducted its operations only as contemplated herebyother than those relating to the Transactions.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record owns, directly or indirectly, all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed on March 4, 2013 solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent indirectly owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub, free and clear of all Liens. Each of Parent and Merger Sub was formed solely for the purpose of engaging in the Transactions, has no liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and prior to the Effective Time, will not have engaged in no any other business activities and has conducted its operations only as contemplated herebyother than those relating to the Transactions.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Each of Parent and Merger Sub was formed solely for the purpose of engaging in the Transactions, has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and prior to the Effective Time, will not have engaged in no any other business activities and has conducted its operations only as contemplated herebyother than those relating to the Transactions.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock shares of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock limited liability company interests of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns beneficially of record, and as of record the Effective Time will own, all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent beneficially owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has had conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns owns, indirectly, beneficially and of record all of the outstanding shares of capital stock of Merger Sub, free and clear of all Liens. Merger Sub was formed solely for the purpose of engaging in the Transactions, has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and prior to the Effective Time, will not have engaged in no other any business activities and has conducted its operations only as contemplated herebyother than those relating to the Transactions.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding shares of capital stock of Merger Sub, free and clear of all Liens. Merger Sub was formed solely for the purpose of engaging in the Transactions, has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and prior to the Effective Time, will not have engaged in no other any business activities and has conducted its operations only as contemplated herebyother than those relating to the Transactions.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock LLC interests of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions and the Share Exchange Transactions, has engaged in no other business activities and has conducted its operations only as contemplated herebyby this Agreement and the Share Exchange Agreement.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record record, directly or indirectly, all of the issued and outstanding capital stock shares of Merger Sub, free and clear of all Liens. Merger Sub was formed solely for the purpose of engaging in the Transactions, has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and prior to the Effective Time, will not have engaged in no other any business activities and has conducted its operations only as contemplated herebyother than those relating to the Transactions.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding shares of capital stock of Merger Sub, free and clear of all Liens. Merger Sub was formed solely for the purpose of engaging in the Transactions, has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and prior to the Final Effective Time, will not have engaged in no other any business activities and has conducted its operations only as contemplated herebyother than those relating to the Transactions.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub, free and clear of all Liens. Merger Sub was formed solely for the purpose of engaging in the Transactions, has no liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and prior to the Effective Time, will not have engaged in no any other business activities and has conducted its operations only as contemplated herebyother than those relating to the Transactions.

Ownership and Operations of Merger Sub. Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, Transactions and has engaged in no other material business activities or operations and has conducted its operations only as contemplated herebyincurred no material liabilities or obligations, other than activities, operations, liabilities or obligations related to or in anticipation of the proposed Merger.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactionstransactions contemplated by this Agreement and has no assets, has liabilities or obligations of any nature other than those incident to its formation and pursuant to the transactions contemplated by this Agreement, and prior to the Effective Time, will not have engaged in no any other business activities and has conducted its operations only as contemplated herebyother than those relating to such transactions.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock membership interests of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the issued and outstanding capital stock shares of Merger SubSub indirectly, free and clear of all Liens. Merger Sub was formed solely for the purpose of engaging in the Transactions, has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and prior to the Effective Time, will not have engaged in no other any business activities and has conducted its operations only as contemplated herebyother than those relating to the Transactions.

Ownership and Operations of Merger Sub. Parent indirectly owns beneficially and of record all of the outstanding capital stock limited liability company interests of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactionstransactions contemplated by this Agreement and has no assets, has liabilities or obligations of any nature other than those incident to its formation and pursuant to the transactions contemplated by this Agreement, and prior to the Effective Time, will not have engaged in no any other business activities and has conducted its operations only as contemplated herebyother than those relating to such transactions.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record owns, and as of the Effective Time will own, all of the outstanding capital stock of Merger Sub. Merger Sub was has been formed solely for the purpose of engaging in the Transactionstransactions contemplated hereby and, has prior to the Effective Time, Merger Sub will not have engaged in no any other business activities and has conducted its operations only will have incurred no liabilities or obligations other than as contemplated herebyby this Agreement.

Ownership and Operations of Merger Sub. Parent owns directly or indirectly, beneficially and of record record, all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Merger and the other Contemplated Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent directly or indirectly owns beneficially and of record all of the issued and outstanding capital stock shares of Merger Sub, free and clear of all Liens. Merger Sub was formed solely for the purpose of engaging in the Transactions, has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and prior to the Effective Time, will not have engaged in no other any business activities and has conducted its operations only as contemplated herebyother than those relating to the Transactions.

Ownership and Operations of Merger Sub. Parent owns beneficially and indirectly of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactionstransactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed on April 8, 2014 solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the TransactionsTransaction, the financing therefor and related transactions, and has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent Buyer owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the TransactionsMerger, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the issued and outstanding share capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent Parent, directly or indirectly, owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns beneficially beneficially, and a newly-established limited liability company, all of the voting interests of which are indirectly owned by Parent, owns of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding share capital stock of Merger Sub, free and clear of all Liens. Merger Sub was formed solely for the purpose of engaging in the Transactions, has no liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and prior to the Effective Time, will not have engaged in no any other business activities and has conducted its operations only as contemplated herebyother than those relating to the Transactions.

Ownership and Operations of Merger Sub. Parent owns owns, beneficially and of record record, all of the outstanding capital stock equity interests of Merger Sub. Merger Sub was formed solely for the purpose of entering into this Agreement and engaging in the Transactionstransactions contemplated hereby, and has engaged in no other business or activities and has conducted its operations only as other than those contemplated herebyby this Agreement.

Ownership and Operations of Merger Sub. As of the Effective Time, Parent owns will own beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged will engage in no other business activities and has conducted will conduct its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the TransactionsTransaction, and has engaged in no other business activities and has conducted its operations only as contemplated herebyhereby or incidental to the purposes hereof.

Ownership and Operations of Merger Sub. Parent owns beneficially and indirectly of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in engaging in a merger transaction with the TransactionsCompany, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding share capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, Transactions and has engaged in no other material business activities and has conducted its operations only as contemplated herebyor operations, other than activities related to or in anticipation of the proposed Merger.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock limited liability company membership interests of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns beneficially and is the record owner of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.. 4.5

Ownership and Operations of Merger Sub. Merger Sub is a Subsidiary of Parent and, as of the date of this Agreement, Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactionstransactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding share capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and activities, has conducted its operations only as contemplated hereby, and has not incurred any liabilities or other obligations (other than to the Company pursuant to this Agreement or otherwise in connection with the consummation of the Transactions).

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding share capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent Buyer owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent Parent, directly or indirectly, owns beneficially and of record and beneficially owns all of the outstanding capital stock shares of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactionstransactions contemplated hereby, and has engaged in no other business or other activities and has conducted its operations only or incurred any Liabilities, other than as contemplated herebyherein.

Ownership and Operations of Merger Sub. Parent owns owns, and at the Effective Time will own, indirectly, beneficially and of record record, all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities activities, has not incurred any material obligations or liabilities except pursuant to this Agreement and has conducted its operations only as contemplated herebyby this Agreement.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, Transactions and has engaged in no other material business activities and has conducted its operations only as contemplated herebyor operations, other than activities related to or in anticipation of the proposed Merger.

Ownership and Operations of Merger Sub. Parent beneficially owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the TransactionsMerger, has engaged in no other business activities and has had conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns owns, and at the Effective Time shall own, beneficially and of record record, all of the outstanding capital stock of Merger SubSub indirectly through two or more of its wholly-owned subsidiaries. Merger Sub was formed solely for the purpose of engaging in the Transactionstransactions contemplated hereby, has engaged in no other business activities activities, has not incurred any material obligations or liabilities except pursuant to this Agreement and has conducted its operations only as contemplated herebyby this Agreement.

Ownership and Operations of Merger Sub. A wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, Transactions and has engaged in no other business activities and has conducted its operations only as contemplated herebyunrelated to the Transactions.

Ownership and Operations of Merger Sub. Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding share capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no and, prior to the Effective Time, will engage in no other business activities or operations, other than activities related to or in anticipation of the proposed Merger and has conducted its operations only as contemplated herebywill have incurred no liabilities other than under this Agreement and the Ancillary Agreements.

Ownership and Operations of Merger Sub. Parent owns beneficially and is the record owner of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities activities, and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. The Parent owns beneficially and and, indirectly, of record all of the outstanding capital stock of the Merger Sub. The Merger Sub was formed solely for the purpose of engaging in the Transactions, transactions contemplated hereby and has engaged in no other business activities and has conducted its operations only as contemplated herebyactivities.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub (a) was formed solely for the purpose of engaging in the Transactionstransactions contemplated hereby, (b) has engaged in no other business activities and (c) has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent Acquiror owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactionstransactions contemplated hereby, has engaged in no other business activities and has conducted its operations only operation solely as contemplated hereby.

Ownership and Operations of Merger Sub. Parent indirectly owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated herebybusiness.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities to date, other than in connection with its organization and has conducted its operations only as the negotiation of the Transactions contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, Merger and the other transactions contemplated hereby and has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the TransactionsMerger, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactionstransactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Each of Parent and Merger Sub was formed solely for the purpose of engaging in the Transactionstransactions contemplated by this Agreement and has no assets, has liabilities or obligations of any nature other than those incident to its formation and the transactions contemplated by this Agreement, and prior to the Effective Time, will not have engaged in no any other business activities and has conducted its operations only as contemplated herebyother than those relating to such transactions.

Ownership and Operations of Merger Sub. Parent owns beneficially and directly of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Ownership and Operations of Merger Sub. Parent owns beneficially of record, and as of record the Effective Time will own, all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, transactions contemplated by this Agreement and has not engaged in no other any business activities and has or conducted its any operations only as other than in connection with the transactions contemplated herebyby this Agreement.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the issued and outstanding capital stock shares of Merger Sub, free and clear of all Liens. Merger Sub was formed solely for the purpose of engaging in the Transactions, has no assets, liabilities or obligations of any nature other than those incidental to its formation and pursuant to the Transactions, and prior to the Effective Time, will not have engaged in no any other business activities and has conducted its operations only as contemplated herebyother than those relating to the Transactions.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record and beneficially owns all outstanding shares of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, and has engaged in no other business or other activities and has conducted its operations only or incurred any liabilities, other than in connection with or as contemplated herebyin this Agreement and the other Transaction Agreements.