Formation of Merger Subs Sample Clauses

Formation of Merger Subs. Parent has caused the Merger Subs to be organized under the laws of the State of Delaware.
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Formation of Merger Subs. Prior to the date of this Agreement, HoldCo has caused each of Avian Merger Sub, United Merger Sub and Blocker Merger Sub to be organized under the laws of the State of Delaware. HoldCo has taken all requisite action to cause the certificate of incorporation of Avian Merger Sub to be in the form of Exhibit C (the “Avian Merger Sub Charter”) and the bylaws of Avian Merger Sub to be in the form of Exhibit D (the “Avian Merger Sub Bylaws”), the certificate of formation of United Merger Sub to be in the form of Exhibit E (the “United Merger Sub Certificate”) and the limited liability company agreement of United Merger Sub to be in the form of Exhibit F (the “United Merger Sub LLCA”), and the certificate of formation of Blocker Merger Sub to be in the form of Exhibit G (the “Blocker Merger Sub Certificate”) and the limited liability company agreement of Blocker Merger Sub to be in the form of Exhibit H (the “Blocker Merger Sub LLCA”).
Sample 1

Related to Formation of Merger Subs

  • Operations of Merger Sub Merger Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • Interim Operations of Merger Sub Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Ownership and Operations of Merger Sub Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

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