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

Ownership and Operations of Merger Sub. Merger Sub will be formed solely for the purpose of engaging in the transactions contemplated hereby and, from the date of its incorporation and prior to the Effective Time, will not have engaged in any other material business activities and will not at any time prior to the Effective Time have assets, liabilities, or obligations of any nature, in each case, other than as contemplated herein or as otherwise required or incidental to negotiate, execute, deliver and effect the transactions contemplated by this Agreement and the Joinder Agreement. The authorized capital stock of Merger Sub will consist solely of 100 shares of common stock, without par value, all of which will be validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub will be at all times through the Effective Time wholly-owned directly by Parent.

Ownership and Operations of Merger Sub. Merger Sub will be has been formed solely for the purpose of engaging in the transactions contemplated hereby and, from and has not since the date of its incorporation incorporation, and prior to the Effective Time, will not have engaged in any other material business activities and will not at any no time prior to the Effective Time will have, engaged in any other business activities and does not, and at no time prior to the Effective Time will, have assets, liabilities, liabilities or obligations of any nature, in each case, nature other than in connection with its organization, as contemplated herein or as otherwise required or incidental to negotiate, execute, deliver and effect the transactions contemplated by this Agreement and the Joinder Agreement. The authorized capital stock of Merger Sub will consist consists solely of 100 shares of common stock, without par valuevalue $0.01 per share, all of which will be are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub will be is, and at all times through the Effective Time wholly-will be, wholly owned directly by Parent, free and clear of all Liens.

Ownership and Operations of Merger Sub. Merger Sub will be has been formed solely for the purpose of engaging in the transactions contemplated hereby andand has not, from the date of its incorporation and prior to the Effective Time, will not have engaged in any other material business activities and will not at any no time prior to the Effective Time will have, engaged in any other business activities and does not, and at no time prior to the Effective Time will, have assets, liabilities, liabilities or obligations of any nature, in each case, nature other than as contemplated herein or as otherwise required or incidental to negotiate, execute, deliver and effect the transactions contemplated by this Agreement and the Joinder Agreement. The authorized capital stock of Merger Sub will consist consists solely of 100 2,000 shares of common stock, without par valuevalue $0.01 per share, all of which will be are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub will be is, and at all times through the Effective Time will be, wholly-owned directly or indirectly by Parent, free and clear of all Liens.

Ownership and Operations of Merger Sub. Merger Sub will be has been formed solely for the purpose of engaging in the transactions contemplated hereby andand has not, from the date of its incorporation and prior to the Effective Time, will not have engaged in any other material business activities and will not at any no time prior to the Effective Time will have, engaged in any other business activities and does not, and at no time prior to the Effective Time will, have assets, liabilities, liabilities or obligations of any nature, in each case, nature other than as contemplated herein or as otherwise required or incidental to negotiate, execute, deliver and effect the transactions contemplated by this Agreement and the Joinder Agreement. The authorized capital stock of Merger Sub will consist consists solely of 100 1,000 shares of common stock, without par valuevalue $0.10 per share, all of which will be are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub will be is, and at all times through the Effective Time will be, wholly-owned directly or indirectly by Parent, free and clear of all Liens.

Ownership and Operations of Merger Sub. Merger Sub will be has been formed solely for the purpose of engaging in the Merger and the other transactions contemplated hereby and, from the date of its incorporation and prior to the Effective Time, Time will not have engaged in any no other material business activities and will not at any time prior to the Effective Time have assets, liabilities, incurred no liabilities or obligations of any nature, in each case, other than as contemplated herein or as otherwise required or incidental to negotiateherein, execute, deliver and effect in connection with the transactions contemplated by this Agreement and the Joinder Agreementhereby or any other transactions in connection herewith or those incident to Merger Sub’s formation. The authorized issued and outstanding capital stock of Merger Sub will consist solely consists of 100 shares of common stock, without par valuevalue $0.01 per share, all of which will be are duly authorized, validly issued issued, fully paid, non-assessable and outstanding. All of the issued and outstanding capital stock of Merger Sub will be is, and at all times through the Effective Time wholly-will be, owned directly by Parent.

Ownership and Operations of Merger Sub. Merger Sub will be has been formed solely for the purpose of engaging in the transactions contemplated hereby and, from and has not since the date of its incorporation incorporation, and prior to the Effective Time, will not have engaged in any other material business activities and will not at any no time prior to the Effective Time will have, engaged in any other business activities and does not, and at no time prior to the Effective Time will, have assets, liabilities, liabilities or obligations of any nature, in each case, nature other than as contemplated herein or as otherwise required or incidental to negotiate, execute, deliver and effect the transactions contemplated by this Agreement and the Joinder Agreement. The authorized capital stock of Merger Sub will consist consists solely of 100 1,000 shares of common stock, without no par valuevalue per share, all of which will be are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub will be is, and at all times through the Effective Time wholly-will be, wholly owned directly by Parent, free and clear of all Liens.