Common use of Capitalization of Merger Sub Clause in Contracts

Capitalization of Merger Sub. As of the date of this Agreement, the authorized share capital of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding share capital of Merger Sub is, and at the Effective Time will be, owned, directly or indirectly, by Parent. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, and it has not conducted any business prior to the date of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, the Merger and the other transactions contemplated by this Agreement (including the Debt Financing).

Capitalization of Merger Sub. As of the date of this Agreement, the authorized share capital of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all 100 of which are validly issued and outstanding, and 100 shares of preferred stock, par value $0.01 per share, none of which are issued or outstanding. All of the issued and outstanding share capital of Merger Sub is, and at the Effective Time will be, owned, directly or indirectly, owned by Parent. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, and it has not conducted any business prior to the date of this Agreement hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, the Merger and the other transactions contemplated by this Agreement (including the Debt Financing).

Capitalization of Merger Sub. As of the date of this Agreementhereof, the authorized share capital of Merger Sub consists of 1,000 shares of common stockshares, $0.001 par value $0.01 per share, all 1,000 of which are validly issued and outstanding. All of the issued and outstanding share capital of Merger Sub is, and at the Effective Time will be, owned, directly owned by Parent or indirectly, by a direct or indirect wholly owned Subsidiary of Parent. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, and it has not conducted any business prior to the date of this Agreement hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, Agreement and the Merger and the other transactions contemplated by this Agreement (including the Debt Financing)Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the authorized share capital of Merger Sub consists of 1,000 shares of common stockshares, par value $0.01 per share, all of which 100 are validly issued and outstanding. All of the issued and outstanding share capital of Merger Sub is, and at the Effective Time will be, owned, directly owned by Parent or indirectly, by a direct or indirect wholly owned Subsidiary of Parent. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, and it has not conducted any business prior to the date of this Agreement hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, Agreement and the Merger and the other transactions contemplated by this Agreement (including the Debt Financing)Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the authorized share capital of Merger Sub consists of 1,000 shares of common stockshares, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding share capital of Merger Sub is, and at the Effective Time will be, owned, directly owned by Parent or indirectly, by a direct or indirect wholly owned subsidiary of Parent. Each of Parent and Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, and it has not conducted any business prior to the date of this Agreement hereof and has nohas, and prior to the Effective Time will have nohave, no assets, liabilities or obligations of any nature other than those incident to its each of Parent and Merger Sub’s formation and pursuant to this AgreementAgreement and the Offer, the Merger and the other transactions contemplated by this Agreement (including the Debt Financing)Agreement.

Capitalization of Merger Sub. As of the date of this Agreementhereof, the authorized share capital of Merger Sub consists of 1,000 shares of common stock60,000 shares, no par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding share capital of Merger Sub is, and at the Effective Time will be, owned, directly owned by Parent or indirectly, by a direct or indirect wholly owned Subsidiary of Parent. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, and it has not conducted any business prior to the date of this Agreement hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, Agreement and the Merger and the other transactions contemplated by this Agreement (including the Debt Financing)Agreement.

Capitalization of Merger Sub. As of the date of this Agreementhereof, the authorized share capital number of shares Merger Sub consists of 1,000 is authorized to issue is fifty thousand (50,000) ordinary shares of common stockno par value, of which one hundred (100) ordinary shares of no par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding share capital shares of Merger Sub isare, and at immediately prior to the Effective Time will be, owned, directly owned by Parent or indirectly, by a direct or indirect wholly-owned subsidiary of Parent. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, and it has not conducted any business prior to the date of this Agreement hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, Agreement and the Merger and the other transactions contemplated by this Agreement (including the Debt Financing)Agreement.

Capitalization of Merger Sub. As of the date of this Agreementhereof, the authorized share capital of Merger Sub consists of 1,000 shares of common stockone hundred (100) shares, $0.01 par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding share capital of Merger Sub is, and at the Effective Time will be, owned, directly owned by Parent or indirectly, by a direct or indirect wholly owned Subsidiary of Parent. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated herebyTransactions, and it has not conducted any business prior to the date of this Agreement hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, Agreement and the Merger and the other transactions contemplated by this Agreement (including the Debt Financing)Transactions.

Capitalization of Merger Sub. As of the date of this Agreementhereof, the authorized share capital of Merger Sub consists of 1,000 shares of common stockshares, no par value $0.01 per sharevalue, all 1,000 of which are validly issued and outstanding. All of the issued and outstanding share capital of Merger Sub is, and at the Effective Time will be, owned, directly owned by Parent or indirectly, by a direct or indirect wholly owned Subsidiary of Parent. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, and it has not conducted any business prior to the date of this Agreement hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, Agreement and the Merger and the other transactions contemplated by this Agreement (including the Debt Financing)Agreement.

Capitalization of Merger Sub. As of the date of this Agreement, the The authorized share capital of Merger Sub consists of 1,000 shares of common stock50,000 shares, par value $0.01 1.00 per share, all one (1) of which are validly issued and outstandingoutstanding as of the date hereof and as of immediately prior to the Effective Time. All Parent owns one hundred percent (100%) of the issued and outstanding share capital of Merger Sub is, and at the Effective Time will be, owned, directly or indirectly, by ParentSub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated herebyby this Agreement, and it has not conducted any business prior to the date of this Agreement hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and capitalization and pursuant to this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement (including the Debt Financing)hereby.

Capitalization of Merger Sub. As of the date of this Agreement, the authorized share capital stock of Merger Sub consists of 1,000 shares of 1,500 common stockshares, without par value $0.01 per sharevalue, all of which are validly issued and outstanding. All of the issued and outstanding share capital stock of Merger Sub is, and at the Effective Time will be, owned, directly or indirectly, owned by Parent. Merger Sub was formed solely for the purpose has outstanding no option, warrant, right, or any other agreement pursuant to which any person other than Parent may acquire any equity security of engaging in the transactions contemplated hereby, and it Merger Sub. Merger Sub has not conducted any business prior to the date of this Agreement and has nohas, and prior to the Effective Time will have nohave, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, Agreement and the Merger and the other transactions contemplated by this Agreement (including the Debt Financing)Agreement.