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

Ownership of Merger Sub; No Prior Activities. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned directly by Parent. Except for obligations or liabilities incurred in connection with its incorporation and the transactions contemplated by this Agreement, Merger Sub has not, and prior to the Effective Time 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. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this AgreementAgreement and activities incidental thereto. All of the outstanding capital stock of Merger Sub is, and at the Effective Time Time, will be, be owned directly or indirectly by Parent. Except for obligations or liabilities incurred in connection with its incorporation and the transactions as contemplated by this Agreement, Merger Sub has not, and prior to the Effective Time will not have, incurred, directly or indirectly through any Subsidiary 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. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this AgreementAgreement and activities incidental thereto. All of the outstanding capital stock of Merger Sub is, and at the Effective Time Time, will be, be owned directly or indirectly by Parent. Except for obligations or liabilities incurred in connection with its incorporation and the transactions incorporation, as contemplated by this AgreementAgreement or otherwise relating to the Financing, Merger Sub has not, and prior to the Effective Time will not have, incurred, directly or indirectly through any Subsidiary 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. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the outstanding capital stock of Merger Sub is, and at the Effective Time will be, is wholly owned directly by Parent. Except As of the date hereof and the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions Merger and except for this Agreement and any other agreements or arrangements contemplated by this Agreement, Merger Sub has not, not and prior to the Effective Time will not have, have incurred, directly or indirectly through any Subsidiary or affiliateindirectly, 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. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned directly by ParentAcquiror. Except for obligations or liabilities incurred in connection with its incorporation and the transactions contemplated by this Agreement, Merger Sub has not, and prior to the Effective Time 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. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned directly indirectly by Parent. Except for obligations or liabilities incurred in connection with its incorporation and the transactions contemplated by this Agreement, Merger Sub has not, and prior to the Effective Time 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. Acquiror owns all of the outstanding stock of Merger Sub. Merger Sub was formed by Acquiror solely for the purpose of engaging in the transactions contemplated by this Agreement. All As of the outstanding capital stock date of Merger Sub is, this Agreement and at the Effective Time will beTime, owned directly by Parent. Except except for obligations or liabilities incurred in connection with its incorporation or organization and this Agreement and the transactions contemplated by this Agreementhereby, Merger Sub has not, not and prior to the Effective Time will not have, have incurred, directly or indirectly indirectly, through any Subsidiary or affiliateAffiliate, any obligations or liabilities or engaged in any business activities or activity of any type or kind whatsoever or entered into any agreements or arrangements with any Personperson.

Ownership of Merger Sub; No Prior Activities. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the outstanding capital stock Capital Stock of Merger Sub is, and at the Effective Time will be, is owned directly by ParentParent or one of its wholly owned Subsidiaries. Except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement, Merger Sub has not, not and prior to the Effective Time will not have, have incurred, directly or indirectly 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.person. Table of Contents

Ownership of Merger Sub; No Prior Activities. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this AgreementAgreement and activities incidental thereto. All of the outstanding capital stock of Merger Sub isSubs, and at the Effective Time Time, will be, be owned directly or indirectly by Parent. Except for obligations or liabilities incurred in connection with its incorporation and the transactions as contemplated by this Agreement, Merger Sub has not, and prior to the Effective Time will not have, incurred, directly or indirectly through any Subsidiary 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. All of the issued and outstanding shares of Merger Sub Common Stock are, and immediately prior to the Effective Time will be, held of record and owned directly by Parent or one or more of its Affiliates. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned directly by ParentTransactions. Except for obligations or liabilities incurred in connection with its incorporation formation and the transactions contemplated by this AgreementTransactions, Merger Sub has not, not and will not prior to the Effective Time will not have, have incurred, directly or indirectly through any Subsidiary or affiliateindirectly, 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. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All As of the outstanding capital stock of Merger Sub is, date hereof and at the Effective Time will beTime, owned directly by Parent. Except 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, not and prior to the Effective Time will not have, have incurred, directly or indirectly indirectly, through any Subsidiary 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. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this AgreementAgreement and activities incidental thereto. All of the outstanding capital stock of Merger Sub is, and at the Effective Time Time, will be, be owned directly or indirectly by Parent. Except for obligations or liabilities incurred in connection with its incorporation and the transactions as contemplated by this Agreement, Merger Sub has not, and prior to the Effective Time will not have, incurred, directly or indirectly through any Subsidiary 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.person. (l)

Ownership of Merger Sub; No Prior Activities. The Purchaser owns all of the outstanding capital stock of Merger Sub. Merger Sub was formed by the Purchaser solely for the purpose of engaging in the transactions contemplated by this Agreement. All As of the outstanding capital stock date of Merger Sub is, this Agreement and at the Effective Time will beTime, owned directly by Parent. Except except for obligations or liabilities incurred in connection with its incorporation or organization and this Agreement and the transactions contemplated by this Agreementhereby, Merger Sub has not, not and prior to the Effective Time will not have, have incurred, directly or indirectly indirectly, through any Subsidiary 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. The -------------------------------------------- Purchaser owns all of the outstanding capital stock of Merger Sub. Merger Sub was formed by the Purchaser solely for the purpose of engaging in the transactions contemplated by this Agreement. All As of the outstanding capital stock date of Merger Sub is, this Agreement and at the Effective Time will beTime, owned directly by Parent. Except except for obligations or liabilities incurred in connection with its incorporation or organization and this Agreement and the transactions contemplated by this Agreementhereby, Merger Sub has not, not and prior to the Effective Time will not have, have incurred, directly or indirectly indirectly, through any Subsidiary 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.