Formation and Ownership of MergerCo; No Prior Activities. (a) MergerCo was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of MergerCo are validly issued, fully paid and non-assessable and are owned, beneficially and of record, by Parent free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, stockholder agreements, limitations on Parent’s voting rights, charges and other encumbrances of any nature whatsoever.
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Samples: Agreement and Plan of Merger (Irobot Corp), Agreement and Plan of Merger (Brightcove Inc), Agreement and Plan of Merger (Athenahealth Inc)
Formation and Ownership of MergerCo; No Prior Activities. (a) MergerCo was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of MergerCo are is validly issued, fully paid and non-assessable and are is owned, beneficially and of record, by Parent free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, stockholder agreements, limitations on Parent’s voting rights, charges and other encumbrances of any nature whatsoever.
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Samples: Agreement and Plan of Merger (Rc2 Corp), Agreement and Plan of Merger (Transaction Systems Architects Inc)
Formation and Ownership of MergerCo; No Prior Activities. (ai) MergerCo was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of MergerCo are is validly issued, fully paid and non-assessable and are owned, beneficially and of record, by Parent Buyer free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, stockholder agreements, limitations on ParentBuyer’s voting rights, charges and other encumbrances Encumbrances of any nature whatsoever.
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Samples: Agreement and Plan of Merger (Intercontinentalexchange Inc)
Formation and Ownership of MergerCo; No Prior Activities. (a) MergerCo was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the issued and outstanding capital stock membership interests of MergerCo are validly issued, fully paid and non-assessable and are owned, beneficially and of record, by Parent free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, stockholder agreements, limitations on Parent’s voting rights, charges and other encumbrances of any nature whatsoever.
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Formation and Ownership of MergerCo; No Prior Activities. (a) MergerCo was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of MergerCo are validly issued, fully paid and non-assessable and are owned, beneficially and of record, by Parent free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, stockholder agreements, limitations on Parent’s voting rights, charges and other encumbrances of any nature whatsoever.. Agreement and Plan of Merger – Page 45
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Samples: Agreement and Plan of Merger
Formation and Ownership of MergerCo; No Prior Activities. (a) MergerCo was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the issued and outstanding capital stock equity interests of MergerCo are validly issued, fully paid and non-assessable and are owned, beneficially and of record, by Parent free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, stockholder Member agreements, limitations on Parent’s voting rights, charges and other encumbrances of any nature whatsoever.
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Formation and Ownership of MergerCo; No Prior Activities. (a) MergerCo was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the issued and outstanding capital stock of MergerCo are is validly issued, fully paid and non-assessable and are is owned, beneficially and of record, by Parent free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, stockholder agreements, limitations on Parent’s 's voting rights, charges and other encumbrances of any nature whatsoever.
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