Common use of Ownership of Merger Sub; No Prior Activities Clause in Contracts

Ownership of Merger Sub; No Prior Activities. Parent owns all of the outstanding shares of capital stock of Merger Sub. As of the date of this Agreement and as of the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement and except for this Agreement and any other agreements or arrangements contemplated by this Agreement, Merger Sub has not and will not have incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any person.

Ownership of Merger Sub; No Prior Activities. Parent owns all of the outstanding shares of capital stock of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the Transactions. As of the date of this Agreement and as of the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement and except for this Agreement and any other agreements or arrangements contemplated by this Agreementthe Transactions, Merger Sub has not and will not have incurred, directly or indirectly, through any subsidiary or affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any person.

Ownership of Merger Sub; No Prior Activities. Parent directly or indirectly owns all one hundred percent (100%) of the issued and outstanding shares of capital stock of Merger Sub. As Merger Sub was formed solely for the purpose of engaging in the date of transactions contemplated by this Agreement and as of the Effective Time, except Agreement. Except for obligations or liabilities incurred in connection with its incorporation or organization formation and the transactions contemplated by this Agreement and except for this Agreement and any other agreements or arrangements contemplated by this Agreement, Merger Sub has not and will not have incurred, directly or indirectly, through any Subsidiary or Affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any personPerson.

Ownership of Merger Sub; No Prior Activities. Parent indirectly owns all one hundred percent (100%) of the issued and outstanding shares of capital stock of Merger Sub. As Merger Sub was formed solely for the purpose of engaging in the date of transactions contemplated by this Agreement and as of the Effective Time, except Agreement. Except for obligations or liabilities incurred in connection with its incorporation or organization formation and the transactions contemplated by this Agreement and except for this Agreement and any other agreements or arrangements contemplated by this Agreement, Merger Sub has not and will not have incurred, directly or indirectly, through any Subsidiary or Affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any personPerson.

Ownership of Merger Sub; No Prior Activities. Parent Parent, or a direct or indirect wholly owned subsidiary of Parent, owns all 100% of the issued and outstanding shares of capital stock of Merger Sub. As Merger Sub was formed solely for the purpose of engaging in the date of transactions contemplated by this Agreement and as of the Effective Time, except Agreement. Except for obligations or liabilities incurred in connection with its incorporation or organization formation and the transactions contemplated by this Agreement and except for this Agreement and any other agreements or arrangements contemplated by this Agreement, Merger Sub has not and will shall not have incurred, directly or indirectly, through any Subsidiary or Affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any personPerson.

Ownership of Merger Sub; No Prior Activities. Parent owns all 100% of the issued and outstanding shares of capital stock of Merger Sub. As Merger Sub was formed solely for the purpose of engaging in the date of transactions contemplated by this Agreement and as of the Effective Time, except Agreement. Except for obligations or liabilities incurred in connection with its incorporation or organization formation and the transactions contemplated by this Agreement and except for this Agreement and any other agreements or arrangements contemplated by this Agreement, Merger Sub has not and will not have incurred, directly or indirectly, through any Subsidiary or Affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any personPerson.

Ownership of Merger Sub; No Prior Activities. Parent owns all one hundred percent (100%) of the issued and outstanding shares of capital stock of Merger Sub. As Merger Sub was formed solely for the purpose of engaging in the date of transactions contemplated by this Agreement and as of the Effective Time, except Agreement. Except for obligations or liabilities incurred in connection with its incorporation or organization formation and the transactions contemplated by this Agreement and except for this Agreement and any other agreements or arrangements contemplated by this Agreement, Merger Sub has not and will not have incurred, directly or indirectly, through any Subsidiary or Affiliate or otherwise, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any personPerson.

Ownership of Merger Sub; No Prior Activities. Parent owns all one hundred (100%) of the issued and outstanding shares of capital stock of Merger Sub. As Merger Sub was formed solely for the purpose of engaging in the date of transactions contemplated by this Agreement and as of the Effective Time, except Agreement. Except for obligations or liabilities incurred in connection with its incorporation or organization formation and the transactions contemplated by this Agreement and except for this Agreement and any other agreements or arrangements contemplated by this Agreement, Merger Sub has not and will not have incurred, directly or indirectly, through any Subsidiary or Affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any personPerson.

Ownership of Merger Sub; No Prior Activities. Each of Parent owns all and Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated by this Agreement. All the issued and outstanding shares of capital stock of Merger Sub. As of the date of this Agreement Sub are, and as of the Effective TimeClosing Date will be, except for obligations or liabilities incurred in connection with its incorporation or organization owned of record and the transactions contemplated beneficially by this Agreement and except for this Agreement and any other agreements or arrangements contemplated by this Agreement, Merger Sub has not and will not have incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any personParent.

Ownership of Merger Sub; No Prior Activities. Parent owns all of the outstanding shares of capital stock of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the transactions contemplated by this Agreement. As of the date of this Agreement and as of the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement and except for this Agreement and any other agreements or arrangements contemplated by this Agreementthe Transactions, Merger Sub has not and will not have incurred, directly or indirectly, through any subsidiary or affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any person.

Ownership of Merger Sub; No Prior Activities. Parent owns all 100% of the issued and outstanding shares of capital stock of Merger Sub. As Each of Parent and Merger Sub was formed solely for the date purpose of engaging in the transactions contemplated by this Agreement and as of the Effective Time, except Agreement. Except for obligations or liabilities incurred in connection with its incorporation or organization formation and the transactions contemplated by this Agreement and except for this Agreement and any other agreements or arrangements contemplated by this Agreement, each of Parent and Merger Sub has not and will not have incurred, directly or indirectly, through any Subsidiary or Affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any personPerson.

Ownership of Merger Sub; No Prior Activities. Parent owns all 100% of the issued and outstanding shares of capital stock of Merger Sub. As Each of Parent and Merger Sub was formed solely for the date purpose of engaging in the transactions contemplated by this Agreement and as of the Effective Time, except Agreement. Except for obligations or liabilities incurred in connection with its incorporation or organization formation and the transactions contemplated by this Agreement and except for this Agreement and any other agreements or arrangements contemplated by this Agreement, Merger Sub has not and will not have incurred, directly or indirectly, through any Subsidiary or Affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any personPerson.

Ownership of Merger Sub; No Prior Activities. Parent owns all of the outstanding shares of capital stock of Merger Sub. Merger Sub was formed by Parent solely for the purpose of engaging in the Transactions. As of the date of this Agreement and as of the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement and except for this Agreement and any other agreements or arrangements contemplated by this Agreementthe Transactions, Merger Sub has not and will not have incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any personPerson.

Ownership of Merger Sub; No Prior Activities. Parent owns all of is the outstanding shares of capital stock sole stockholder of Merger Sub. As Merger Sub was formed solely for the purpose of engaging in the date of transactions contemplated by this Agreement and as of the Effective Time, except Agreement. Except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement and except for this Agreement and any other agreements or arrangements contemplated by this each Ancillary Agreement, Merger Sub has not and will not have incurred, directly or indirectly, through any Subsidiary or Affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any personPerson.

Ownership of Merger Sub; No Prior Activities. Parent owns all 100% of the issued and outstanding shares of capital stock limited liability company interests of Merger Sub. As Each of Parent and Merger Sub was formed solely for the date purpose of engaging in the transactions contemplated by this Agreement and as of the Effective Time, except Agreement. Except for obligations or liabilities incurred in connection with its incorporation or organization formation and the transactions contemplated by this Agreement and except for this Agreement and any other agreements or arrangements contemplated by this Agreement, Merger Sub has not and will not have incurred, directly or indirectly, through any Subsidiary or Affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any personPerson.