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, 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 and such other purposes as are specified in Merger Sub’s articles of incorporation. Merger Sub has no assets, liabilities or obligations and, since the date of its formation, has not engaged in any business activities or conducted any operations except in each case as arising from the execution of this Agreement and the performance of its covenants and agreements hereunder.

Ownership and Operations of Merger Sub. Parent owns beneficially and of record all of the outstanding capital stock shares of Merger Sub, free and clear of all Encumbrances (other than Encumbrances of which is duly authorized, validly issued, fully paid and non-assessablegeneral applicability as may be provided under the Securities Act or other applicable securities Laws). Merger Sub was formed solely for the purpose of engaging in the Transactions and such other purposes as are specified in Merger Sub’s articles of incorporation. Merger Sub Transactions, has no assets, liabilities or obligations andof any nature other than those incident to its formation and pursuant to the Transactions, since and prior to the date of its formationEffective Time, has will not have engaged in any other business activities or conducted any operations except in each case as arising from other than those relating to the execution of this Agreement and the performance of its covenants and agreements hereunderTransactions.

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, all of which is duly authorized, validly issued, fully paid and non-assessable. Merger Sub was has been formed solely for the purpose of engaging in the Transactions and such other purposes as are specified in Merger Sub’s articles of incorporation. transactions contemplated hereby and, prior to the Effective Time, Merger Sub has will not have engaged in any other business activities and will have incurred no assets, liabilities or obligations and, since the date of its formation, has not engaged in any business activities or conducted any operations except in each case other than as arising from the execution of contemplated by this Agreement and the performance of its covenants and agreements hereunderAgreement.